0001178913-19-002034.txt : 20190805 0001178913-19-002034.hdr.sgml : 20190805 20190805073226 ACCESSION NUMBER: 0001178913-19-002034 CONFORMED SUBMISSION TYPE: F-3 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20190805 DATE AS OF CHANGE: 20190805 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COMPUGEN LTD CENTRAL INDEX KEY: 0001119774 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 000000000 STATE OF INCORPORATION: L3 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: F-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-233001 FILM NUMBER: 19997557 BUSINESS ADDRESS: STREET 1: 26 HAROKMIM STREET STREET 2: BUILDING D CITY: HOLON STATE: L3 ZIP: 5885849 BUSINESS PHONE: 011-972-3-765-8585 MAIL ADDRESS: STREET 1: 26 HAROKMIM STREET STREET 2: BUILDING D CITY: HOLON STATE: L3 ZIP: 5885849 F-3 1 zk1923334.htm F-3
As filed with the Securities and Exchange Commission on August 5, 2019
 
Registration No. 333-
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________________
 
FORM F-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
 
Compugen Ltd.
(Exact name of registrant as specified in its charter)
 
Not Applicable
(Translation of Registrant’s Name into English)
 
Israel
Not Applicable
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer Identification No.)
 
26 Harokmim Street
Holon 5885849, Israel
+972-3-765-8585
(Address and telephone number of registrant’s principal executive offices)
___________________
 
Ari Krashin
Chief Financial and Operating Officer
Compugen Ltd.
26 Harokmim Street
Holon 5885849, Israel
Phone: +972-3-765-8585
Fax: +972-3-765-8555
(Name, address, and telephone number of agent for service)
___________________
 
Copies to:
 
Daniel I. Goldberg, Esq.
Cooley LLP
55 Hudson Yards
New York, New York
Tel: 212-479-6000
Fax: 212-479-6275
Lior Aviram, Adv.
Shibolet & Co.
Museum Tower
4 Berkowitz St., Tel Aviv 6423806
Tel: +972-3-7778333
Fax: +972-3-7778444
 
Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement.
 
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐
 
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒
 
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
 
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
 
If this Form is a registration statement pursuant to General Instruction I.C. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
 
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.C. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.
Emerging growth company ☐

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
 
CALCULATION OF REGISTRATION FEE
 
Title of each Class of Securities to be Registered(1)
  
Amount to be Registered(1)
    
Proposed Maximum Offering Price Per Share(1)
    
Proposed Maximum
Aggregate
Offering Price(2)(3)
    
Amount of Registration
Fee(4)
  
Ordinary Shares, par value NIS 0.01 per share
    
     
     
(5)
    
(5)
Debt Securities
                    
(5)
    
(5)
Rights
                    
(5)
    
(5)
Warrants
                    
(5)
    

(5)
Units
                    
(5)
    

(5)
Total
                  
$
200,000,000
    
$
24,240
(6)
__________
(1)
There are being registered hereunder such indeterminate number of ordinary shares, such indeterminate number of debt securities, such indeterminate number of rights to purchase ordinary shares or debt securities or warrants, such indeterminate number of warrants to purchase ordinary shares, and such indeterminate number of units comprising any combination of these securities as shall have an aggregate initial offering price not to exceed $200,000,000. If any debt securities are issued at an original issue discount, then the issue price, and not the principal amount, of such debt securities shall be used for purposes of calculating the aggregate initial offering price of all securities issued. Any securities registered hereunder may be sold separately or as units with other securities registered hereunder. The securities registered also include such indeterminate amounts and numbers of ordinary shares and principal amounts of debt securities, as may be issued upon conversion of or exchange for debt securities that provide for conversion or exchange, upon exercise of warrants or pursuant to the anti-dilution provisions of any such securities.
(2)
In United States dollars or the equivalent thereof in any other currency, currency unit or units, or composite currency or currencies.
(3)
The proposed maximum aggregate offering prices per class of security will be determined from time to time by the Registrant in connection with the issuance by the Registrant of the securities registered hereunder.
(4)
Calculated pursuant to Rule 457(o) under the Securities Act of 1933, as amended (the “Securities Act”). Pursuant to Rule 415(a)(6) under the Securities Act, the total amount of the filing fee payable in connection with this Registration Statement is $24,240. The filing fee of $15,507.80 paid with respect to the unsold securities described in Note (6) below will continue to be applied to such unsold securities registered by this Registration Statement.
(5)
Not required to be included in accordance with General Instruction II.C of Form F-3.
(6)
Pursuant to Rule 415(a)(6) under the Securities Act, the securities being registered hereunder include $153,999,995 of unsold securities previously registered by the registrant’s Registration Statement on Form F-3 (File No. 333-213007) (the “Prior Registration Statement”), which was declared effective on October 11, 2016. The filing fee paid in connection with such unsold securities was $15,507.80 and will continue to apply to such unsold securities registered hereby. To the extent that, after the filing date hereof and prior to the effectiveness of this Registration Statement, the Registrant sells any such unsold securities pursuant to the Prior Registration Statement, the Registrant will identify in a pre-effective amendment to this Registration Statement the updated amount of unsold securities from the Prior Registration Statement to be included in this Registration Statement pursuant to Rule 415(a)(6). Pursuant to Rule 415(a)(6), the offering of the unsold securities under the Prior Registration Statement will be deemed terminated as of the date of effectiveness of this Registration Statement.
 
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
 

 
EXPLANATORY NOTE
 
This registration statement contains two prospectuses:


 •
a base prospectus which covers the offering, issuance and sale by us of up to $200,000,000 of our ordinary shares, debt securities, rights, warrants and units comprising any combination of these securities; and


•
a warrant share prospectus covering the offering, issuance and sale by us of up to 4,253,165 of our ordinary shares that may be issued and sold upon the exercise of certain outstanding warrants for an aggregate exercise price of up to $20,160,002.

The base prospectus immediately follows this explanatory note. The specific terms of any securities to be offered pursuant to the base prospectus will be specified in a prospectus supplement to the base prospectus.

The warrant share prospectus immediately follows the base prospectus. The ordinary shares that may be offered, issued and sold by us under the warrant share prospectus are included in the $200,000,000 of securities that may be offered, issued and sold by us under the base prospectus. In the event of the termination of the offering of warrant shares under the warrant share prospectus, any portion of the $20,160,002 aggregate exercise price for the warrant shares covered by the warrant share prospectus that is not sold pursuant to the warrant share prospectus will be available for sale in other offerings pursuant to the base prospectus.

 
The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell securities and it is not soliciting an offer to buy securities in any state where the offer or sale is not permitted.
 
Subject to Completion, Dated August 5, 2019
 
PROSPECTUS
 
 
 
$200,000,000
Ordinary Shares
Debt Securities
Rights
Warrants
Units
 
We may offer and sell from time to time in one or more offerings our ordinary shares, debt securities, rights, warrants and units comprising any combination of these securities having an aggregate offering price up to $200,000,000.
 
Each time we sell securities pursuant to this prospectus, we will provide in a supplement to this prospectus the price and any other material terms of any such offering and the securities offered. Any prospectus supplement may also add, update or change information contained in the prospectus. You should read this prospectus and any applicable prospectus supplement, as well as the documents incorporated by reference or deemed incorporated by reference into this prospectus, carefully before you invest in any securities.
 
Our ordinary shares are traded on The Nasdaq Global Market and on the Tel Aviv Stock Exchange under the symbol “CGEN.” The closing sale price of our ordinary shares on The Nasdaq Global Market and on the Tel Aviv Stock Exchange on July 31, 2019, was $3.24 and $3.28 per share, respectively. The currency in which our stock is traded on the Tel Aviv Stock Exchange is the New Israeli Shekel, or NIS. The above closing price on the Tel Aviv Stock Exchange represents a conversion from NIS to dollar amounts in accordance with the dollar - NIS conversion rate as of July 31, 2019, as reported by the Bank of Israel.
 
An investment in our securities involves a high degree of risk. See the section entitled “Risk Factors” on page 2 of this prospectus and under similar headings in any amendment or supplement to this prospectus or in any filing with the Securities and Exchange Commission that is incorporated by reference herein.
 
Neither the Securities and Exchange Commission nor any state or other securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
 
This prospectus may not be used to consummate sales of securities unless it is accompanied by a prospectus supplement.
 
The date of this prospectus is                     , 2019
 
 
TABLE OF CONTENTS
 
i
1
2
3
4
5
6
7
8
13
18
19
22
23
25
25
25
25
27
27
28
 

ABOUT THIS PROSPECTUS
 
This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission, or the SEC, using a “shelf” registration process. Under this shelf registration process, we may from time to time sell ordinary shares, debt securities, rights, warrants or units comprising any combination of these securities, in one or more offerings up to a total dollar amount of $200,000,000. We have provided to you in this prospectus a general description of the securities we may offer. Each time we sell securities, we will, to the extent required by law, provide a prospectus supplement that will contain specific information about the terms of the offering. We may also add, update or change in any accompanying prospectus supplement or any free writing prospectus we may authorize to be delivered to you any of the information contained in this prospectus. To the extent there is a conflict between the information contained in this prospectus and the prospectus supplement, you should rely on the information in the prospectus supplement, provided that if any statement in one of these documents is inconsistent with a statement in another document having a later date-for example, a document incorporated by reference in this prospectus or any prospectus supplement-the statement in the document having the later date modifies or supersedes the earlier statement. This prospectus, together with any accompanying prospectus supplement and any free writing prospectus we may authorize to be delivered to you, includes all material information relating to the offering of our securities.
 
As permitted by the rules and regulations of the SEC, the registration statement, of which this prospectus forms a part, includes additional information not contained in this prospectus. You may read the registration statement and the other reports we file with the SEC at the SEC’s web site or at the SEC’s offices described below under the heading “Where You Can Find Additional Information.”
 
In this prospectus, unless otherwise stated or the context otherwise requires, references to “Compugen,” “the Company,” “we,” “us,” “our” and similar references refer to Compugen Ltd. and our wholly owned subsidiary, Compugen USA, Inc. except where the context otherwise requires or as otherwise indicated.
 
You should rely only on the information contained or incorporated by reference in this prospectus, any accompanying prospectus supplement or any “free writing prospectus” we may authorize to be delivered to you. We have not authorized anyone to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. You should assume that the information appearing in this prospectus, any prospectus supplement and the documents incorporated by reference herein and therein are accurate only as of their respective dates. Our business, financial condition, results of operations and prospects may have changed since those dates.
 
Neither this prospectus nor any accompanying prospectus supplement shall constitute an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make such offer or solicitation.
 
i
 
 
PROSPECTUS SUMMARY
 
This summary highlights only some of the information included or incorporated by reference in this prospectus. You should carefully read this prospectus together with the additional information about us described in the sections entitled “Where You Can Find Additional Information” and “Incorporation of Certain Information by Reference” before purchasing our securities.
 
Compugen Ltd.
 
Overview
 
We are a clinical-stage, therapeutic discovery and development company utilizing our proprietary computational discovery platforms to identify novel drug targets and develop first-in-class therapeutics in the field of cancer immunotherapy. Our therapeutic pipeline consists of immuno-oncology programs against novel drug targets we have discovered computationally, including T cell immune checkpoints and other early-stage immuno-oncology programs focused largely on myeloid targets. Our pipeline consists of two clinical stage programs. COM701 is a first-in-class therapeutic antibody targeting PVRIG, developed internally; and BAY 1905254 is a first-in-class therapeutic antibody targeting ILDR2, partnered to Bayer. Both targets are novel immune checkpoints discovered computationally by us and currently in Phase 1 studies in patients with advanced solid tumors; each initiated in September 2018. Our business model is to enter into collaborations for our novel targets and related drug product candidates at various stages of research and development. In 2018, we entered into two agreements with leading pharmaceutical companies – a clinical collaboration agreement with Bristol-Myers Squibb in connection with our lead immuno-oncology program, COM701, and an exclusive license agreement with MedImmune Limited, the global biologics research and development arm of AstraZeneca, or AstraZeneca for the development of bi-specific and multi-specific antibody products derived from one of our immuno-oncology programs. The first agreement we entered into in connection with one of our immuno-oncology programs was with Bayer in 2013 for the research, development, and commercialization of immuno-oncology therapeutics against novel targets identified by us. Under this agreement we collaborate with Bayer on the development BAY 1905254. We also engage in collaborations with leading academic research centers in the United States to advance its research and development efforts.
 
The Company is headquartered in Holon, Israel. Its clinical development and business development activities operate from its U.S. site in South San Francisco, California.
 
Corporate Information
 
Our legal and commercial name is Compugen Ltd. We were incorporated on February 10, 1993 as an Israeli corporation and operate under the Israel Companies Law, 5759-1999, as amended, or the Companies Law. Our principal offices are located at 26 Harokmim Street, Holon 5885849, Israel, and our telephone number is +972-3-765-8585. Our web address is www.cgen.com. The information on our website is not incorporated by reference into this prospectus, is not considered a part of this prospectus and should not be relied upon with respect to any offering.
 
Compugen USA, Inc., our wholly owned subsidiary, was incorporated in Delaware in March 1997 and is qualified to do business in California. This subsidiary did not have any significant operations from 2008 to March 2012.


1

RISK FACTORS
 
Investing in our securities may involve a high degree of risk. Before making an investment decision, you should carefully consider the risks described under “Risk Factors” in the applicable prospectus supplement and in our most recent Annual Report on Form 20-F, or any updates in our Reports on Form 6-K, together with all of the other information appearing in this prospectus or incorporated by reference into this prospectus and any applicable prospectus supplement, in light of your particular investment objectives and financial circumstances. The risks so described are not the only risks facing our company. Additional risks not presently known to us or that we currently deem immaterial may also impair our business operations. Our business, financial condition and results of operations could be materially adversely affected by any of these risks. The trading price of our securities could decline due to any of these risks, and you may lose all or part of your investment.
 
2
 
NOTE REGARDING FORWARD-LOOKING STATEMENTS
 
This prospectus contains, and any accompanying prospectus supplement will contain, forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and the Private Securities Litigation Reform Act of 1995. Also, documents that we incorporate by reference into this prospectus, including documents that we subsequently file with the SEC, will contain forward-looking statements. Forward-looking statements are those that predict or describe future events or trends and that do not relate solely to historical matters. You can generally identify forward-looking statements as statements containing the words “may,” “will,” “could,” “should,” “expect,” “anticipate“ “objective,” “goal,” “intend,” “estimate,” “believe,” “project,” “plan,” “assume,” “potential,” “likely,” “confident” or other similar expressions, or negatives of those expressions, although not all forward-looking statements contain these identifying words. All statements contained or incorporated by reference in this prospectus and any prospectus supplement regarding our future strategy, future operations, projected financial position, the timing, progress, and results of preclinical studies and clinical trials, the timing, scope, or likelihood of regulatory filings and approvals, proposed products, anticipated collaborations, our ability to identify, develop and advance any future product candidates into, and successfully complete, clinical studies, estimated future revenues, projected costs, future prospects, the future of our industry and results that might be obtained by pursuing management’s current plans and objectives are forward-looking statements.
 
You should not place undue reliance on our forward-looking statements because the matters they describe are subject to certain risks, uncertainties and assumptions, including in many cases decisions or actions by third parties that are difficult to predict. Our forward-looking statements are based on the information currently available to us and speak only as of the date on the cover of this prospectus, the date of any prospectus supplement, or, in the case of forward-looking statements incorporated by reference, the date of the filing that includes the statement. Over time, our actual results, performance or achievements may differ from those expressed or implied by our forward-looking statements, and such difference might be significant and materially adverse to our security holders. We undertake no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise.
 
We have identified some of the important factors that could cause future events to differ from our current expectations and they are described in this prospectus and supplements to this prospectus under the caption “Risk Factors,” as well as in our most recent Annual Report on Form 20-F, including without limitation under the captions “Risk Factors” and “Operating and Financial Review and Prospects,” and in other documents that we may file with the SEC, all of which you should review carefully. Please consider our forward-looking statements in light of those risks as you read this prospectus and any prospectus supplement.
 
3
 
OFFER STATISTICS AND EXPECTED TIMETABLE
 
We may sell from time to time pursuant to this prospectus (as may be detailed in prospectus supplements) an indeterminate number of securities as shall have a maximum aggregate offering price of $200,000,000. The actual number of securities and price of the securities that we will offer pursuant hereto will depend on a number of factors that may be relevant as of the time of offer (see “Plan of Distribution” below).
 
4
 
CAPITALIZATION
 
The table below sets forth our cash and cash equivalents, restricted cash, short-term bank deposits, and capitalization as of June 30, 2019. The information set forth in the following table should be read in conjunction with, and is qualified in its entirety by, reference to our audited and unaudited financial statements and the notes thereto incorporated by reference into this prospectus.
 
 
  
As of June 30, 2019
  
 
  
(in thousands, except share and per share data)
  
Cash and cash equivalents, restricted cash and short-term bank deposits
  
$
36,975
  
Shareholder’s equity:
        
Ordinary shares, NIS 0.01 nominal value:100,000,000 shares authorized and 61,955,992 shares issued and outstanding
    
170
  
Additional paid-in capital
    
376,851
  
Accumulated deficit
    
(345,226
)
Total shareholders’ equity
    
31,795
  
Total capitalization
  
$
31,795
  
 
The number of outstanding ordinary shares set forth above excludes, as of June 30, 2019:


 •
747,249 ordinary shares issuable upon the exercise of outstanding options to purchase ordinary shares granted under our 2000 Option Plan, having a weighted average exercise price of $3.86 per share;


•
7,591,122 ordinary shares issuable upon the exercise of outstanding options to purchase ordinary shares granted under our 2010 Share Incentive Plan, having a weighted average exercise price of $4.78 per share;


•
an aggregate 1,579,188 ordinary shares issuable and reserved for future grants under our 2010 Share Incentive Plan; and


•
4,253,165 ordinary shares issuable upon the exercise of warrants issued to certain institutional investors in a registered direct offering completed in June 2018, with an exercise price of $4.74 per share.

5
 
REASONS FOR THE OFFER AND USE OF PROCEEDS
 
We cannot assure you that we will receive any proceeds in connection with securities offered pursuant to this prospectus. Unless otherwise indicated in the applicable prospectus supplement, we intend to use any net proceeds from the sale of securities under this prospectus for our operations and for other general corporate purposes, which may include working capital, intellectual property protection and enforcement, capital expenditures, investments, acquisitions or collaborations, pre-clinical and clinical development of our product candidates, research and development and product development and repayment or refinancing of indebtedness or other corporate borrowings. We may set forth additional information on the use of proceeds from the sale of securities we offer under this prospectus in a prospectus supplement relating to the specific offering. We have not determined the amount of net proceeds to be used specifically for the foregoing purposes. As a result, our management will have broad discretion in the allocation of the net proceeds. Pending use of the net proceeds, we would expect to invest any proceeds in a variety of capital preservation instruments, including short-term and long-term, investment‑grade, interest‑bearing instruments.
  
6
 
DESCRIPTION OF SECURITIES
 
The descriptions of the securities contained in this prospectus, together with the applicable prospectus supplements, summarize the material terms and provisions of the various types of securities that we may offer. We will describe in the applicable prospectus supplement relating to any securities the particular terms of the securities offered by that prospectus supplement. If we so indicate in the applicable prospectus supplement, the terms of the securities may differ from the terms we have summarized below.
 
We may sell from time to time, in one or more offerings, ordinary shares, debt securities, rights, warrants to purchase ordinary shares and units comprising any combination of these securities.
 
In this prospectus, we refer to the ordinary shares, debt securities, rights, warrants and units that may be offered by us collectively as “securities.” The total dollar amount of all securities that we may issue under this prospectus will not exceed $200,000,000.
 
This prospectus may not be used to consummate a sale of securities unless it is accompanied by a prospectus supplement.
 
7
 
DESCRIPTION OF ORDINARY SHARES
 
Our authorized share capital consists of 100,000,000 ordinary shares, nominal (par) value NIS 0.01 per share. However, our board of directors has approved and recommended to our shareholders to approve in our annual general meeting of shareholders which will be held on September 19, 2019, an increase of our authorized share capital to 200,000,000 ordinary shares, nominal (par) value NIS 0.01 per share. As of June 30, 2019, 61,955,992 ordinary shares were issued and outstanding. Subject to our amended and restated articles of association, or our Articles, fully paid ordinary shares of the Company confer on the holders thereof rights to attend and to vote at general meetings of the shareholders. Subject to the rights of holders of shares with limited or preferred rights which may be issued in the future, the ordinary shares of the Company confer upon the holders thereof equal rights to vote, to receive dividends and to participate in the distribution of the assets of the Company upon its winding-up, in proportion to the amount paid up or credited as paid up on account of the nominal value of the shares held by them respectively and in respect of which such dividends are being paid or such distribution is being made, without regard to any premium paid in excess of the nominal value, if any. All outstanding ordinary shares are validly issued and fully paid.
 
Registration Number and Purpose of the Company

Our registration number with the Israeli Registrar of Companies is 51-177-963-9. Our purpose as set forth in our Articles is to engage in any lawful act or activity for which companies may be organized under the Companies Law.

Rights Attached to Our Shares

Subject to our Articles, fully paid ordinary shares confer on the holders thereof rights to attend and to vote at general meetings of the shareholders. Subject to the rights of holders of shares with limited or preferred rights which may be issued in the future, our ordinary shares confer upon the holders thereof equal rights to receive dividends and to participate in the distribution of our assets upon our winding-up, in proportion to the amount paid up or credited as paid up on account of the nominal value of the shares held by them respectively and in respect of which such dividends are being paid or such distribution is being made, without regard to any premium paid in excess of the nominal value, if any. No preferred shares are currently authorized. All outstanding ordinary shares are validly issued and fully paid.

Voting Rights

Subject to the provisions of our Articles, holders of ordinary shares have one vote for each ordinary share held by such shareholder of record, on all matters submitted to a vote of shareholders. Shareholders may vote in person, by proxy or by proxy card. Alternatively, shareholders who hold shares through members of the Tel Aviv Stock Exchange may vote electronically via the electronic voting system of the Israel Securities Authority, or Electronic Vote. These voting rights may be affected by the grant of any special voting rights to the holders of a class of shares with preferential rights that may be authorized in the future. As our ordinary shares do not have cumulative voting rights in the election of directors, the holders of the majority of the shares present and voting at a shareholders meeting have the power to elect all of our directors.

Transfer of Shares
 
Our ordinary shares which have been fully paid-up are transferable by submission of a proper instrument of transfer together with the certificate of the shares to be transferred and such other evidence of title, as our Board of Directors may require, unless such transfer is prohibited by another instrument or by applicable securities laws.
 
Dividends
 
Under the Companies Law, dividends may be distributed only out of profits available for dividends as determined by the Companies Law, provided that there is no reasonable concern that the distribution will prevent the Company from being able to meet its existing and anticipated obligations when they become due. If the company does not meet the profit requirement, a court may nevertheless allow the company to distribute a dividend, as long as the court is convinced that there is no reasonable concern that such distribution will prevent the company from being able to meet its existing and anticipated obligations when they become due. Pursuant to our Articles, no dividend shall be paid other than out of the profits of the Company. Generally, under the Companies Law, the decision to distribute dividends and the amount to be distributed is made by a company’s board of directors.
 
8
Our Articles provide that our Board of Directors, may, subject to the Companies Law, from time to time, declare and cause the Company to pay such dividends as may appear to the Board of Directors to be justified by the profits of our Company. Subject to the rights of the holders of shares with preferential, special or deferred rights that may be authorized in the future, our profits which shall be declared as dividends shall be distributed according to the proportion of the nominal (par) value paid up or credited as paid up on account of the shares held at the date so appointed by the Company and in respect of which such dividend is being paid, without regard to the premium paid in excess of the nominal (par) value, if any. The declaration of dividends does not require shareholders’ approval.
 
To date, we have not declared or distributed any dividend and we do not intend to pay cash dividends on our ordinary shares in the foreseeable future.
 
Liquidation Rights
 
In the event of our winding up on liquidation or dissolution, subject to applicable law, our assets available for distribution among the shareholders shall be distributed to the holders of ordinary shares in proportion to the amount paid up or credited as paid up on account of the nominal value of the shares held by them respectively and in respect of which such distribution is being made, without regard to any premium paid in excess of the nominal value, if any. This liquidation right may be affected by the grant of limited or preferential rights as to liquidation to the holders of a class of shares that may be authorized in the future.
 
Redemption Provisions
 
We may, subject to applicable law and to our Articles, issue redeemable shares and redeem the same upon such terms and conditions as determined by our Board of Directors.
 
Capital Calls
 
Under our Articles, the liability of each shareholder for the Company’s obligations is limited to the unpaid sum, if any, owing to the Company in consideration for the issuance of the shares held by such shareholder.

Modification of Class Rights
 
Our amended and restated Memorandum of Association, or Memorandum, provides that we may amend the Memorandum in order to increase, consolidate or divide or otherwise amend our share capital by a simple majority of the voting power present at a shareholders meeting as currently provided in our Articles or by such other majority as shall be set forth in our Articles from time to time.
 
Pursuant to our Articles, if at any time our share capital is divided into different classes of shares, the rights attached to any class, unless otherwise provided by our Articles, may be modified or abrogated by the Company, subject to the consent in writing of, or sanction of a resolution passed by, the holders of a majority of the issued shares of such class at a separate general meeting of the holders of the shares of such class.

Limitations on the Rights to Own Securities
 
Our Articles and Israeli law do not restrict the ownership or voting of ordinary shares by non-residents or persons who are not citizens of Israel, except with respect to subjects of nations which are in a state of war with Israel.
 
Changes in Capital
 
Our Articles enable us to increase or reduce our share capital. Any such changes are subject to the provisions of the Companies Law and our Articles and must be approved by a resolution duly passed by a simple majority of our shareholders at a general meeting by voting on such change in the capital.

Shareholders’ Meetings and Resolutions
 
Our Articles provide that our annual general meeting shall be held once in every calendar year at such time (within a period of not more than fifteen months after the last preceding annual general meeting), and place determined by our Board of Directors. Our Board of Directors may, in its discretion, convene additional special shareholders meetings and, pursuant to the Companies Law, must convene a meeting upon the demand of: (a) two directors or one quarter of the directors in office; or (b) the holder or holders of (i) 5% or more of our issued share capital and one percent or more of our voting rights; or (ii) 5% or more of our voting rights. All demands for shareholders meetings must set forth the items to be considered at that meeting.
 
9
The chairman of the Board of Directors, or any other director or office holder of the Company which may be designated for this purpose by the Board of Directors, shall preside as chairman at each of our general meetings. If there is no such chairman, or if the appointed chairman is unwilling to take the chair, or if he shall have indicated in advance that he will not be attending, or if at any meeting such chairman is not present within thirty (30) minutes after the time fixed for holding the meeting, then those present at the meeting shall choose someone present to be chairman of the meeting. The office of chairman shall not, by itself, entitle the holder thereof to vote at any general meeting nor shall it entitle a second or casting vote.
 
According to regulations promulgated pursuant to the Companies Law and governing the terms of notice and publication of shareholder meetings of public companies, or the General Meeting Regulations, holder(s) of one percent or more of the Company’s voting rights may propose any matter appropriate for deliberation at a shareholder meeting to be included on the agenda of a shareholder meeting, generally by submitting a proposal within seven days of publicizing the convening of a shareholder meeting, or, if the Company publishes a preliminary notice at least 21 days prior to publicizing the convening of a meeting, stating its intention to convene such meeting and the agenda thereof, within fourteen days of such preliminary notice. Any such proposal must further comply with the information requirements under applicable law and our Articles. The agenda for a shareholder meeting is determined by the Board of Directors and must include matters in respect of which the convening of a shareholder meeting was demanded and any matter requested to be included by holder(s) of one percent of the Company’s voting rights, as detailed above.
 
Pursuant to the Companies Law and the General Meeting Regulations shareholder meetings generally require prior notice of not less than 21 days, and not less than 35 days in certain cases. Pursuant to our Articles, we are not required to deliver or serve notice of a general meeting or of any adjournments thereof to any shareholder. However, subject to applicable law and stock exchange rules and regulations, we will publicize the convening of a general meeting in any manner reasonably determined by us, and any such publication shall be deemed duly made, given and delivered to all shareholders on the date on which it is first made, posted, filed or published in the manner so determined by us in our sole discretion.
 
The function of the annual general meeting is to elect directors, receive and consider the profit and loss account, the balance sheet and the ordinary reports and accounts of the directors and auditors, appoint auditors and transact any other business which under our Articles or applicable law may be transacted by the shareholders of the Company in a general meeting.
 
Pursuant to our Articles, the quorum required for a meeting of shareholders consists of at least two shareholders, present in person, by proxy, by proxy card or by Electronic Vote and holding shares conferring in the aggregate twenty-five percent (25%) or more of the voting power of the Company. If within half an hour from the time appointed for the meeting a quorum is not present, the meeting shall stand adjourned to the same day in the following week at the same time and place or to such other later day, time and place as the Board of Directors may determine and specify in the publication with respect to the Meeting. At the adjourned meeting, any number of participants will constitute a quorum present, in person, by proxy, by proxy card or by electronic Vote; provided, however, that special general meeting which was convened by the Board upon the demand of shareholders or directors then in office, as detailed above, or directly by such shareholders or directors, in accordance the terms of the Companies Law, shall be cancelled.
 
Generally, under the Companies Law and our Articles, shareholder resolutions are deemed adopted if approved by the holders of a simple majority of the voting rights represented at the meeting, in person, by proxy, by proxy card or by Electronic Vote, and voting on the matter, unless a different majority is required by law or pursuant to our Articles such as a resolution for the voluntary winding up of our Company which requires the approval of holders of 75% of the voting power presented and voting at the meeting, or resolutions concerting certain related party transactions as set forth in Sections 267 and 270-275 of the Companies Law.
 
Change of Control
 
Merger
 
Under the Companies Law, a merger is generally required to be approved by the shareholders and board of directors of each of the merging companies. If the share capital of the company that will not be the surviving company is divided into different classes of shares, the approval of each class is also required, unless determined otherwise by the court. Similarly, unless an Israeli court determines otherwise, a merger will not be approved if it is objected to by shareholders holding a majority of the voting rights participating and voting at the meeting (abstentions are disregarded), after excluding the shares held by the other party to the merger, by any person who holds 25% or more of the other party to the merger or by anyone on their behalf, including by the relatives of, or corporations controlled by, these persons. In approving a merger, the board of directors of both merging companies must determine that there is no reasonable concern that, as a result of the merger, the surviving company will not be able to satisfy its obligations to its creditors. Similarly, upon the request of a creditor of either party to the proposed merger, an Israeli court may prevent or delay the merger if it concludes that there exists a reasonable concern that, as a result of the merger, the surviving company will not be able to satisfy the obligations of the merging parties. A court may also issue other instructions for the protection of the creditors’ rights in connection with a merger. Further, a merger may not be completed unless at least (i) 50 days have passed from the time that the requisite proposals for the approval of the merger were filed with the Israeli registrar of companies; and (ii) 30 days have passed since the merger was approved by the shareholders of each party.
 
10
Special Tender Offer
 
The Companies Law provides that an acquisition of shares of an Israeli public company must be made by means of a special tender offer if as a result of the acquisition the purchaser would become a holder of 25% or more of the voting rights in the company. This rule does not apply if there is already another holder of 25% or more of the voting rights in the company. Similarly, the Companies Law provides that an acquisition of shares in a public company must be made by means of a tender offer if as a result of the acquisition the purchaser would become a holder of more than 45% of the voting rights in the company, if there is no other shareholder of the company who holds more than 45% of the voting rights in the company. These requirements do not apply if the acquisition (i) occurs in the context of a private placement by the company that received shareholder approval, (ii) was from a shareholder holding 25% or more of the voting rights in the company and resulted in the acquirer becoming a holder of 25% or more of the voting rights in the company, or (iii) was from a holder of more than 45% of the voting rights in the company and resulted in the acquirer becoming a holder of more than 45% of the voting rights in the company. A special tender offer may be consummated only if (i) at least 5% of the voting power attached to the company’s outstanding shares will be acquired by the offeror and (ii) the number of shares tendered in the offer exceeds the number of shares whose holders objected to the offer (excluding controlling shareholders, holders of 25% or more of the voting rights in the company and any person having a personal interest in the acceptance of the tender offer).
 
In the event that a special tender offer is made, a company’s board of directors is required to express its opinion on the advisability of the offer, or shall abstain from expressing any opinion if it is unable to do so, provided that it gives the reasons for its abstention. An office holder in a target company who, in his or her capacity as an office holder, performs an action the purpose of which is to cause the failure of an existing or foreseeable special tender offer or is to impair the chances of its acceptance, is liable to the potential purchaser and shareholders for damages, unless such office holder acted in good faith and had reasonable grounds to believe he or she was acting for the benefit of the company. However, office holders of the target company may negotiate with the potential purchaser in order to improve the terms of the special tender offer, and may further negotiate with third parties in order to obtain a competing offer.
 
If a special tender offer is accepted, then shareholders who did not respond to or that had objected the offer may accept the offer within four days of the last day set for the acceptance of the offer. In the event that a special tender offer is accepted, then the purchaser or any person or entity controlling it or under common control with the purchaser or such controlling person or entity may not make a subsequent tender offer for the purchase of shares of the target company and may not enter into a merger with the target company for a period of one year from the date of the offer, unless the purchaser or such person or entity undertook to effect such an offer or merger in the initial special tender offer.
 
Full Tender Offer
 
Under the Companies Law, a person may not acquire shares in a public company if, after the acquisition, the acquirer will hold more than 90% of the shares or more than 90% of any class of shares of that company, unless a tender offer is made to purchase all of the shares or all of the shares of the particular class. The Companies Law also generally provides that as long as a shareholder in a public company holds more than 90% of the company’s shares or of a class of shares, that shareholder shall be precluded from purchasing any additional shares. In order for all of the shares that the purchaser offered to purchase be transferred to him by operation of law, one of the following needs to have occurred: (i) the shareholders who declined or do not respond to the tender offer hold less than 5% of the company’s outstanding share capital or of the relevant class of shares and the majority of offerees who do not have a personal interest in accepting the tender offer accepted the offer, or (ii) the shareholders who declined or do not respond to the tender offer hold less than 2% of the company’s outstanding share capital or of the relevant class of shares.
 
A shareholder that had his or her shares so transferred, whether he or she accepted the tender offer or not, has the right, within six months from the date of acceptance of the tender offer, to petition the court to determine that the tender offer was for less than fair value and that the fair value should be paid as determined by the court. However, the purchaser may provide in its offer that shareholders who accept the tender offer will not be entitled to such rights.
 
11
If the conditions set forth above are not met, the purchaser may not acquire additional shares of the company from shareholders who accepted the tender offer to the extent that following such acquisition, the purchaser would own more than 90% of the company’s issued and outstanding share capital. The above restrictions apply, in addition to the acquisition of shares, to the acquisition of voting power.
 
Transfer Agent and Registrar
 
The transfer agent and registrar for our ordinary shares is American Stock Transfer & Trust Company, LLC.
 
The Nasdaq Global Market and the Tel Aviv Stock Exchange
 
Our ordinary shares are listed on The Nasdaq Global Market and the Tel Aviv Stock Exchange under the symbol “CGEN.”
 
Warrants
 
As of June 30, 2019, we had warrants outstanding to purchase an aggregate 4,253,165 ordinary shares. See “Description of Warrants—Outstanding Warrants.”
 
Share History
 
The following is a summary of the history of our share capital for the last three years.
 
Ordinary Share Issuances


 •
Share Options. Since January 1, 2016 and through June 30, 2019, we have issued a total of 1,609,658 ordinary shares upon the exercise of share options.
 

 •
ATM Sales Agreement. In May 2018, we entered into a Controlled Equity OfferingSM Sales Agreement, or the ATM Sales Agreement, with Cantor Fitzgerald & Co., or Cantor, as sales agent, pursuant to which we may offer and sell, from time to time through Cantor, our ordinary shares having an aggregate offering price of up to $25 million. Under the ATM Sales Agreement, Cantor may sell Shares by any method permitted by law and deemed to be an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act, including sales made directly on the Nasdaq Global Market, or on any other existing trading market for the ordinary shares. As of August 2, 2019, we sold 7,245,268 shares through the ATM Sales Agreement for an aggregate purchase price of approximately $23.7 million.
 

 •
Registered Direct Offering. In June 2018, we entered into a definitive securities purchase agreement with certain institutional investors and a placement agency agreement with JMP Securities LLC, in connection with a registered direct offering which resulted in the issuance of 5,316,457 of our ordinary shares at a purchase price of $3.95 per share. In connection with the issuance of the ordinary shares, we also issued warrants to purchase up to 4,253,165 additional ordinary shares. The warrants have an exercise price of $4.74 per share and have a term of five years from the date of issuance. Gross proceeds from this offering were approximately $21 million, before deducting the underwriting discounts and commissions and estimated offering expenses payable by us.


•
Bristol-Myers Squibb Securities Purchase Agreement. In October 2018, we and Bristol-Myers Squibb entered into a Securities Purchase Agreement pursuant to which Bristol-Myers Squibb purchased 2,424,243 ordinary shares at a purchase price of $4.95 per share, which represented a 33% premium over the average closing price on the last 20 Nasdaq trading days. Gross proceeds from this private placement were approximately $12 million.
 
Authorized Share Capital
 
There has been no amendment to our authorized share capital since January 1, 2016. Our board of directors has approved and recommended to our shareholders to approve in our annual general meeting of shareholders which will be held on September 19, 2019, an increase of our authorized share capital to 200,000,000 ordinary shares nominal (par) value NIS 0.01 per share.
 
12

 
DESCRIPTION OF DEBT SECURITIES
 
The following description, together with the additional information we include in any applicable prospectus supplement, summarizes the material terms and provisions of the debt securities that we may offer under this prospectus. While the terms we have summarized below will apply generally to any future debt securities we may offer, we will describe the particular terms of any debt securities that we may offer in more detail in the applicable prospectus supplement. If we so indicate in a prospectus supplement, the terms of any debt securities we offer under that prospectus supplement may differ from the terms we describe below.
 
We will issue senior notes under a senior indenture that we will enter into with a trustee to be named in the senior indenture. We will issue subordinated notes under a subordinated indenture that we will enter into with a trustee to be named in the subordinated indenture. We have filed forms of these documents as exhibits to the registration statement, of which this prospectus forms a part. We will describe changes to the indentures in connection with an offering of debt securities in a prospectus supplement. We use the term “indentures” to refer to both the senior indenture and the subordinated indenture. The indentures will be qualified under the Trust Indenture Act of 1939, or the Trust Indenture Act. We use the term “trustee” to refer to either the trustee under the senior indenture or the trustee under the subordinated indenture, as applicable.
 
The following summaries of material provisions of senior notes, subordinated notes and the indentures are subject to, and qualified in their entirety by reference to, the provisions of the indenture applicable to a particular series of debt securities. Except as we may otherwise indicate, the terms of the senior indenture and the subordinated indenture are identical.
 
General
 
If we decide to issue any senior notes or subordinated notes pursuant to this prospectus, we will describe in a prospectus supplement the terms of the series of notes, including the following:
 

 •
the title of the notes;

•
any limit on the amount that may be issued;

•
whether or not we will issue the series of notes in global form, the terms and who the depository will be;

•
the maturity date;

•
the annual interest rate, which may be fixed or variable, or the method for determining the rate and the date interest will begin to accrue, the dates interest will be payable and the regular record dates for interest payment dates or the method for determining such dates;

•
if the notes are guaranteed the name of the guarantor and a brief outline of the contract of guarantee;

•
whether or not the notes will be secured or unsecured, and the terms of any secured debt;

•
whether or not the notes will be senior or subordinated;

•
the terms of the subordination of any series of subordinated debt;

•
the terms on which the notes may be convertible into or exchangeable for ordinary shares or other securities of ours, including provisions as to whether conversion or exchange is mandatory, at the option of the holder or at our option and provisions pursuant to which the number of ordinary shares or other securities of ours that the holders of the series of debt securities receive would be subject to adjustment;

•
the place where payments will be payable and the currency in which the debt is payable;

•
our right, if any, to defer payment of interest and the maximum length of any such deferral period;

•
the date, if any, after which, and the price at which, we may, at our option, redeem the series of notes pursuant to any optional redemption provisions;

•
the date, if any, on which, and the price at which we are obligated, pursuant to any mandatory sinking fund provisions or otherwise, to redeem, or at the holder’s option to purchase, any series of notes which are not convertible into or exchangeable for our securities;

13

 •
whether the indenture will restrict our ability to pay dividends, or will require us to maintain any asset ratios or reserves;

•
whether we will be restricted from incurring any additional indebtedness;

•
a discussion of any material or special U.S. federal income tax considerations;

•
the denominations in which we will issue the series of notes, if other than denominations of $1,000 and any integral multiple thereof;

•
the definition and consequences of events of default under the indentures; and

•
any other specific terms, preferences, rights or limitations of, or restrictions on, the debt securities.
 
Subordination of Subordinated Notes
 
Subordinated notes will be unsecured and will be subordinate and junior in priority of payment to certain indebtedness to which we may be subject to the extent described in a prospectus supplement. The subordinated indenture does not limit the amount of subordinated notes that we may issue. It also does not limit us from issuing any other secured or unsecured debt.
 
Form, Exchange and Transfer
 
We will issue the notes of each series only in fully registered form without coupons and, unless we otherwise specify in the applicable prospectus supplement, in denominations of $1,000 and any integral multiple thereof. The indentures provide that we may issue notes of a series in temporary or permanent global form and as book-entry securities that will be deposited with, or on behalf of, The Depository Trust Company, New York, New York or another depository named by us and identified in a prospectus supplement with respect to that series.
 
At the option of the holder, subject to the terms of the indentures and the limitations applicable to global securities described in the applicable prospectus supplement, the holder of the notes of any series can exchange the notes for other notes of the same series, in any authorized denomination and of like tenor and aggregate principal amount.
 
Subject to the terms of the indentures and the limitations applicable to global securities set forth in the applicable prospectus supplement, holders of the notes may present the notes for exchange or for registration of transfer, duly endorsed or with the form of transfer endorsed thereon duly executed if so required by us or the security registrar, at the office of the security registrar or at the office of any transfer agent designated by us for this purpose. Unless otherwise provided in the notes that the holder presents for transfer or exchange, we will not require any payment for any registration of transfer or exchange, but we may require payment of any taxes or other governmental charges.
 
We will name in the applicable prospectus supplement the security registrar, and any transfer agent in addition to the security registrar, that we initially designate for any notes. We may at any time designate additional transfer agents or rescind the designation of any transfer agent or approve a change in the office through which any transfer agent acts, except that we will be required to maintain a transfer agent in each place of payment for the notes of each series.
 
If we elect to redeem the notes of any series, we will not be required to:
 

 •
reissue, register the transfer of, or exchange any notes of that series during a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption of any notes that may be selected for redemption and ending at the close of business on the day of the mailing; or
 

 •
register the transfer of or exchange any notes so selected for redemption, in whole or in part, except the unredeemed portion of any notes we are redeeming in part.
 
14

Consolidation, Merger or Sale
 
The indentures do not contain any covenant that restricts our ability to merge or consolidate, or sell, convey, transfer or otherwise dispose of all or substantially all of our assets. However, any successor to or acquirer of such assets must assume all of our obligations under the indentures or the notes, as appropriate.
 
Events of Default Under the Indentures
 
The following are events of default under the indentures with respect to any series of notes that we may issue:
 

 •
if we fail to pay interest when due and our failure continues for 90 days and the time for payment has not been extended or deferred;
 

 •
if we fail to pay the principal, or premium, if any, when due and the time for payment has not been extended or delayed;
 

 •
if we fail to observe or perform any other covenant contained in the notes or the indentures, other than a covenant specifically relating to another series of notes, and our failure continues for 90 days after we receive notice from the trustee or holders of at least 25% in aggregate principal amount of the outstanding notes of the applicable series; and
 

 •
if we experience specified events of bankruptcy, insolvency or reorganization.
 
If an event of default with respect to notes of any series occurs and is continuing, the trustee or the holders of at least 25% in aggregate principal amount of the outstanding notes of that series, by notice to us in writing, and to the trustee if notice is given by such holders, may declare the unpaid principal of, or premium, if any, on and accrued interest, if any, on the notes due and payable immediately.
 
The holders of a majority in principal amount of the outstanding notes of an affected series may waive any default or event of default with respect to the series and its consequences, except uncured defaults or events of default regarding payment of principal, or premium, if any, or interest, unless we have cured the default or event of default in accordance with the indenture. Any waiver shall cure the default or event of default.
 
Subject to the terms of the indentures, if an event of default under an indenture shall occur and be continuing, the trustee will be under no obligation to exercise any of its rights or powers under such indenture at the request or direction of any of the holders of the applicable series of notes, unless such holders have offered the trustee reasonable indemnity. In such event, the holders of a majority in principal amount of the outstanding notes of any series will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee, or exercising any trust or power conferred on the trustee, with respect to the notes of that series, provided that:
 

 •
the direction so given by the holder is not in conflict with any law or the applicable indenture; and
 

 •
subject to its duties under the Trust Indenture Act, the trustee need not take any action that might involve it in personal liability or might be unduly prejudicial to the holders not involved in the proceeding.
 
A holder of the notes of any series will only have the right to institute a proceeding under the indentures or to appoint a receiver or trustee, or to seek other remedies, if:


 •
the holder has given written notice to the trustee of a continuing event of default with respect to that series;
 

 •
the holders of at least 25% in aggregate principal amount of the outstanding notes of that series have made written request, and such holders have offered reasonable indemnity to the trustee to institute the proceeding as trustee; and
 

 •
the trustee does not institute the proceeding, and does not receive from the holders of a majority in aggregate principal amount of the outstanding notes of that series other conflicting directions within 60 days after the notice, request and offer.

15
 
These limitations do not apply to a suit instituted by a holder of notes if we default in the payment of the principal of, or the premium, if any, or interest on, the notes.
 
We will periodically file statements with the trustee regarding our compliance with specified covenants in the indentures.
 
Discharge
 
Each indenture provides that we can elect, under specified circumstances, to be discharged from our obligations with respect to one or more series of debt securities, except for obligations to:
 
 
•
register the transfer or exchange of debt securities of the series;
 

 •
replace stolen, lost or mutilated debt securities of the series;
 

 •
maintain paying agencies;
 

 •
hold monies for payment in trust;
 

 •
compensate and indemnify the trustee; and
 

 •
appoint any successor trustee.
 
In order to exercise our rights to be discharged, we must deposit with the trustee money or government obligations sufficient to pay all the principal of, any premium, if any, and interest on, the debt securities of the series on the dates payments are due.
 
Modification of Indenture; Waiver
 
We and the trustee may change an indenture without the consent of any holders with respect to specific matters, including to:
 

 •
fix any ambiguity, defect or inconsistency in the indenture; or
 

 •
change anything that does not materially adversely affect the interests of any holder of notes or any series.
 
In addition, under the indentures, we and the trustee may change the rights of holders of a series of notes with the written consent of the holders of at least a majority in aggregate principal amount of the outstanding notes of each series that is affected. However, we and the trustee may only make the following changes with the consent of each holder of any outstanding notes affected:


 •
extending the fixed maturity of the series of notes;
 

 •
reducing the principal amount, the rate of interest or any premium payable upon the redemption of any notes; or
 

 •
reducing the minimum percentage of notes, the holders of which are required to consent to any amendment.
 
Information Concerning the Trustee
 
The trustee, other than during the occurrence and continuance of an event of default under an indenture, undertakes to perform only those duties as are specifically set forth in the applicable indenture. Upon an event of default under an indenture, the trustee must use the same degree of care and skill as a prudent person would exercise or use in the conduct of his or her own affairs. Subject to this provision, the trustee is under no obligation to exercise any of the powers given to it by the indentures at the request of any holder of notes unless it is offered reasonable security and indemnity against the costs, expenses and liabilities that it might incur.
 
16

Payment and Paying Agents
 
Unless we otherwise indicate in the applicable prospectus supplement, we will make payment of the interest on any notes on any interest payment date to the person in whose name the notes, or one or more predecessor securities, are registered at the close of business on the regular record date for the interest payment.
 
We will pay principal of and any premium and interest on the notes of a particular series at the office of the paying agents designated by us, except that unless we otherwise indicate in the applicable prospectus supplement, we will make interest payments by check which we will mail to the holder. Unless we otherwise indicate in a prospectus supplement, we will designate the corporate trust office of the trustee as our sole paying agent for payments with respect to notes of each series. We will name in the applicable prospectus supplement any other paying agents that we initially designate for the notes of a particular series. We will maintain a paying agent in each place of payment for the notes of a particular series.

All money we pay to a paying agent or the trustee for the payment of the principal of or any premium or interest on any notes which remains unclaimed at the end of two years after such principal, premium or interest has become due and payable will be repaid to us, and the holder of the security thereafter may look only to us for payment thereof.
 
17
 
DESCRIPTION OF RIGHTS
 
General
 
We may issue rights to purchase any of our securities or any combination thereof. Rights may be issued independently or together with any other offered security and may or may not be transferable by the person purchasing or receiving the rights. In connection with any rights offering to our shareholders, we may enter into a standby underwriting arrangement with one or more underwriters pursuant to which such underwriters will purchase any offered securities remaining unsubscribed for after such rights offering. We may also appoint a rights agent that may act solely as our agent in connection with the rights that are sold. Any such agent will not assume any obligation or relationship of agency or trust with any of the holders of the rights. In connection with a rights offering to our shareholders, we will distribute certificates evidencing the rights and a prospectus supplement to our shareholders on the record date that we set for receiving rights in such rights offering.
 
The applicable prospectus supplement will describe the following terms of rights in respect of which this prospectus is being delivered:
 

 •
the title of such rights;
 

 •
the securities for which such rights are exercisable;
 

 •
the exercise price for such rights;
 

 •
the number of such rights issued with respect to each ordinary share;
 

 •
the extent to which such rights are transferable;
 

 •
if applicable, a discussion of the material Israeli and U.S. income tax considerations applicable to the issuance or exercise of such rights;
 

 •
the date on which the right to exercise such rights shall commence, and the date on which such rights shall expire (subject to any extension);
 

 •
the extent to which such rights include an over-subscription privilege with respect to unsubscribed securities;
 

 •
if applicable, the material terms of any standby underwriting or other purchase arrangement, or any agency agreement, that we may enter into in connection with the rights offering; and
 

 •
any other terms of such rights, including terms, procedures and limitations relating to the exchange and exercise of such rights.
 
Exercise of Rights
 
Each right will entitle the holder of the right to purchase for cash such securities or any combination thereof at such exercise price as shall in each case be set forth in, or be determinable as set forth in, the prospectus supplement relating to the rights offered thereby. Rights may be exercised at any time up to the close of business on the expiration date for such rights set forth in the prospectus supplement. After the close of business on the expiration date, all unexercised rights will become void.
 
Rights may be exercised as set forth in the prospectus supplement relating to the rights offered thereby. Upon receipt of payment and the rights certificate properly completed and duly executed at the corporate trust office of the rights agent or any other office indicated in the prospectus supplement, we will forward, as soon as practicable, the securities purchasable upon such exercise. We may determine to offer any unsubscribed offered securities directly to persons other than shareholders, to or through agents, underwriters or dealers or through a combination of such methods, including pursuant to standby underwriting arrangements, as set forth in the applicable prospectus supplement.
 
18
 
DESCRIPTION OF WARRANTS
 
We may issue warrants to purchase ordinary shares. We may issue warrants independently or together with any other securities offered by any prospectus supplement and the warrants may be attached to or separate from those securities. Any series of warrants may be issued under a separate warrant agreement, which may be entered into between us and a warrant agent specified in a prospectus supplement. Any such warrant agent will act solely as our agent in connection with the warrants of such series and will not assume any obligation or relationship of agency or trust with any of the holders of the warrants. We will set forth further terms of the warrants and any applicable warrant agreements in the applicable prospectus supplement relating to the issuance of any warrants, including, where applicable, the following:
 

 •
the title of the warrants;
 

 •
the aggregate number of the warrants;
 

 •
the number of ordinary shares purchasable upon exercise of the warrants;
 

 •
the designation and terms of the securities, if any, with which the warrants are issued and the number of the warrants issued with each such offered security;
 

 •
the date, if any, on and after which the warrants and the related securities will be separately transferable;
 

 •
the price at which, and form of consideration for which, each security purchasable upon exercise of the warrants may be purchased;
 

 •
the date on which the right to exercise the warrants will commence and the date on which the right will expire;
 

 •
the minimum or maximum amount of the warrants which may be exercised at any one time;
 

 •
any circumstances that will cause the warrants to be deemed to be automatically exercised; and
 

 •
any other material terms of the warrants.
 
Outstanding Warrants
 
In connection with the issuance of the ordinary shares in our June 2018 registered direct offering, we also issued to certain institutional investors warrants to purchase up to 4,253,165 additional ordinary shares, all of which were outstanding as of June 30, 2019. The following is a brief summary of certain terms and conditions of the warrants and is subject in all respects to the provisions contained in the warrants.
 
Term
 
The warrants are exercisable during the period beginning six months from the date of issuance and ending at 5:00 P.M. on June 19, 2023.
 
Exercise Price
 
The exercise price of the warrants is $4.74 per whole ordinary share. The exercise price is subject to appropriate adjustment in the event of certain stock splits, dividends, recapitalizations or similar events affecting our ordinary shares.
 
Exercisability
 
Holders may exercise the warrants beginning six months from June 19, 2018, the date of issuance, and at any time during the applicable term of the warrant. The warrants will be exercisable, at the option of each holder, in whole or in part, by delivering to us a written notice and, within one trading day of delivering such notice, payment shall be made in full for the number of ordinary shares purchased upon such exercise. If there is no effective registration statement registering the issuance and sale of the ordinary shares underlying the warrants, the holder may exercise the warrant through a cashless exercise, in which case the holder would receive upon such exercise the net number of ordinary shares determined according to the formula set forth in the warrant.
 
19
Exercise Limitation
 
Holders shall not have the right to exercise the warrant, to the extent that after giving effect to such exercise, such holder, together with such holder’s affiliates and any other persons acting as a group together with the holder or any of the holder’s affiliates, would beneficially own in excess of 4.99% of the ordinary shares outstanding immediately after giving effect to such exercise which limitation may be increased to 9.99% by the holder.
 
No Fractional Shares
 
No fractional ordinary shares will be issued upon exercise of the warrants. If there is a fractional share issuable upon exercise, we will, at our election, either pay a cash adjustment or it will be rounded up to the nearest whole share.

Transferability
 
Subject to applicable laws and the restriction on transfer set forth in the warrant, the warrant may be transferred at the option of the holder upon surrender of the warrant to us together with the appropriate instruments of transfer.
 
Authorized Shares
 
During the period the warrants are outstanding, we will reserve from our authorized and unissued ordinary shares a sufficient number of shares to provide for the issuance of ordinary shares underlying the warrants upon the exercise of the warrants.
 
Exchange Listing
 
We do not plan on applying to list the warrants on Nasdaq, the TASE, any other national securities exchange or any other nationally recognized trading system.

Purchase Rights

Subject to certain limitations, if at any time during the period the warrants are outstanding we grant, issue or sell certain of our securities pro rata to the record holders of our ordinary shares, the warrant holders shall be entitled to participate upon the same terms in an amount up to the number of ordinary shares acquirable upon complete exercise of the warrant.

Pro Rata Distributions

Subject to certain limitations, if at any time during the period the warrants are outstanding we declare or make any dividend or other distribution of assets to our ordinary shareholders, the warrant holders shall be entitled to distributions upon the same terms in an amount up to the number of ordinary shares acquirable upon complete exercise of the warrant.

Fundamental Transactions
 
In the event of any fundamental transaction, as defined in the warrants and generally including any consolidation or merger with or into another entity, the sale of all or substantially all of our assets, tender offer or exchange offer, reorganization or recapitalization through which another entity acquires us, or reclassification of our ordinary shares, then the successor entity in such transaction will assume in writing all of our obligations under the warrant pursuant to written agreements, including an adjusted exercise price equal to the value for the ordinary shares reflected by the terms of such fundamental transaction, and exercisable for a corresponding number of shares equivalent to the ordinary shares acquirable and receivable upon exercise of the warrant prior to such fundamental transaction.
 
Failure to Timely Deliver Securities

If we fail for any reason to deliver to a holder the number of shares of ordinary shares due to the holder pursuant to the holder’s written notice on or before the second trading day following receipt of such notice, we will pay to the holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of ordinary shares subject to such exercise, $10 per trading day (increasing to $20 per trading day on the fifth trading day after such liquidated damages begin to accrue) for each trading day until such ordinary shares are delivered or the holder rescinds such exercise.
 
20
Right as a Shareholder
 
Except as otherwise provided in the warrants or by virtue of such holder’s ownership of our ordinary shares, the holders of the warrants do not have the rights or privileges of holders of our ordinary shares, including any voting rights, until they exercise their warrants.
 
Waivers and Amendments
 
Any term of the warrants issued in the offering may be amended or waived with our written consent and the written consent of the holder.
 
21
DESCRIPTION OF UNITS
 
As specified in the applicable prospectus supplement, we may issue units consisting of our ordinary shares, debt securities, rights, warrants or any combination of such securities. The applicable prospectus supplement will describe:
 

 •
the terms of the units and of the ordinary shares, debt securities, rights and/or warrants comprising the units, including whether and under what circumstances the securities comprising the units may be traded separately;
 

 •
the terms of any unit agreement governing the units or any arrangement with an agent that may act on our behalf in connection with the unit offering; and
 

 •
the provisions for the payment, settlement, transfer or exchange of the units.
 
22
PLAN OF DISTRIBUTION
 
We may sell the offered securities on a negotiated or competitive bid basis to or through underwriters or dealers. We may also sell the securities directly to corporate partners in various programs of the Company, institutional investors or other purchasers or through agents. We will identify any underwriter, dealer, or agent involved in the offer and sale of the securities, and any applicable commissions, discounts and other terms constituting compensation to such underwriters, dealers or agents, in a prospectus supplement.
 
We may distribute our securities from time to time in one or more transactions:
 

 •
at a fixed price or prices, which may be changed;
 

 •
at market prices prevailing at the time of sale;
 

 •
at prices related to such prevailing market prices; or
 

 •
at negotiated prices.
 
Only underwriters named in the prospectus supplement are underwriters of our securities offered by the prospectus supplement.
 
If underwriters are used in the sale of our securities, such securities will be acquired by the underwriters for their own account and may be resold from time to time in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale. Unless stated otherwise in a prospectus supplement, the obligation of any underwriters to purchase our securities will be subject to certain conditions and the underwriters will be obligated to purchase all of the applicable securities if any are purchased. If a dealer is used in a sale, we may sell our securities to the dealer as principal. The dealer may then resell the securities to the public at varying prices to be determined by the dealer at the time of resale. In effecting sales, dealers engaged by us may arrange for other dealers to participate in the resales.
 
We or our agents may solicit offers to purchase securities from time to time. Unless stated otherwise in a prospectus supplement, any agent will be acting on a best efforts basis for the period of its appointment. In addition, we may enter into derivative, sale or forward sale transactions with third parties, or sell securities not covered by this prospectus to third parties in privately negotiated transactions. If the applicable prospectus supplement indicates, in connection with such transaction, the third parties may, pursuant to this prospectus and the applicable prospectus supplement, sell securities covered by this prospectus and the applicable prospectus supplement. If so, the third party may use securities borrowed from us or others to settle such sales and may use securities received from us or others to close out any related short positions. We may also loan or pledge securities covered by this prospectus and the applicable prospectus supplement to third parties, who may sell the loaned securities or, in the event of default in the case of a pledge, sell the pledged securities pursuant to this prospectus and the applicable prospectus supplement. The third party in such transactions will be an underwriter and will be identified in the applicable prospectus supplement or in a post-effective amendment.
 
In connection with the sale of our securities, underwriters or agents may receive compensation (in the form of discounts, concessions or commissions) from us or from purchasers of securities for whom they may act as agents. Underwriters may sell securities to or through dealers, and such dealers may receive compensation in the form of discounts, concessions or commissions from the underwriters and/or commissions from the purchasers for whom they may act as agents. Underwriters, dealers and agents that participate in the distribution of our securities may be deemed to be “underwriters” as that term is defined in the Securities Act, and any discounts or commissions received by them from us and any profits on the resale of the shares by them may be deemed to be underwriting discounts and commissions under the Securities Act. Compensation as to a particular underwriter, dealer or agent might be in excess of customary commissions and will be in amounts to be negotiated in connection with transactions involving our securities. We will identify any such underwriter or agent, and we will describe any such compensation paid, in the related prospectus supplement. Maximum compensation to any underwriters, dealers or agents will not exceed any applicable limitations of the Financial Industry Regulatory Authority, Inc.
 
Underwriters, dealers and agents may be entitled, under agreements with us, to indemnification against and contribution toward certain civil liabilities, including liabilities under the Securities Act.
 
23
If stated in a prospectus supplement, we will authorize agents and underwriters to solicit offers by certain specified institutions or other persons to purchase our securities at the public offering price set forth in the prospectus supplement pursuant to delayed delivery contracts providing for payment and delivery on a specific date in the future. Institutions with whom such contracts may be made include commercial savings banks, insurance companies, pension funds, investment companies, educational and charitable institutions, and other institutions, but shall in all cases be subject to our approval. Such contracts will be subject only to those conditions set forth in the prospectus supplement, and the prospectus supplement will set forth the commission payable for solicitation of such contracts. The obligations of any purchase under any such contract will be subject to the condition that the purchase of the securities shall not be prohibited at the time of delivery under the laws of Israel and of the jurisdiction to which the purchaser is subject. The underwriters and other agents will not have any responsibility in respect of the validity or performance of such contracts.
 
If underwriters or dealers are used in the sale, until the distribution of our securities is completed, SEC rules may limit the ability of any such underwriters and selling group members to bid for and purchase the securities. As an exception to these rules, representatives of any underwriters are permitted to engage in certain transactions that stabilize the price of the securities. Such transactions may consist of bids or purchases for the purpose of pegging, fixing or maintaining the price of the securities. If the underwriters create a short position in the securities in connection with the offering (in other words, if they sell more shares than are set forth on the cover page of the prospectus supplement), the representatives of the underwriters may reduce that short position by purchasing securities in the open market. The representatives of the underwriters also may elect to reduce any short position by exercising all or part of any over-allotment option we may grant to the underwriters, as described in the prospectus supplement. In addition, the representatives of the underwriters may impose a penalty bid on certain underwriters and selling group members. This means that if the representatives purchase securities in the open market to reduce the underwriters’ short position or to stabilize the price of our securities, they may reclaim the amount of the selling concession from the underwriters and selling group members who sold those securities as part of the offering. In general, purchases of a security for the purpose of stabilizing or to reduce a short position could cause the price of the security to be higher than it might be in the absence of such purchases. The imposition of a penalty bid might also have the effect of causing the price of the securities to be higher than it would otherwise be. If commenced, the representatives of the underwriters may discontinue any of the transactions at any time. These transactions may be effected on any exchange on which our securities are traded, in the over-the-counter market, or otherwise.
 
Certain of the underwriters or agents and their associates may engage in transactions with and perform services for us or our affiliates in the ordinary course of their respective businesses.
 
24
 
LEGAL MATTERS
 
Certain matters of Israeli law with respect to the legality of the issuance of the ordinary shares offered by this prospectus will be passed upon for us by Shibolet & Co, Tel Aviv, Israel. Certain matters of U.S. law will be passed upon for us by Cooley LLP, New York, New York.
 
EXPERTS
 
The consolidated financial statements of Compugen Ltd. appearing in the Annual Report on Form 20-F for the year ended December 31, 2018 and the effectiveness of Compugen Ltd. internal control over financial reporting as of December 31, 2018, as filed with the SEC on March 21, 2019, have been audited by Kost Forer Gabbay & Kasierer (a Member of Ernst & Young Global), independent registered public accounting firm, as set forth in their report thereon, included therein, and incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such reports pertaining to such consolidated financial statements and the effectiveness of Compugen Ltd. internal control over financial reporting as of the respective dates, given on the authority of such firm as experts in accounting and auditing. The address of Kost Forer Gabbay & Kasierer is 144 Menachem Begin Road, Building A, Tel-Aviv, Israel 6492102.
 
EXPENSES
 
The following are the estimated expenses related to the filing of the registration statement of which this prospectus forms a part, all of which will be paid by us. In addition, we anticipate incurring additional expenses in the future in connection with the offering of our securities pursuant to this prospectus. Any such additional expenses will be disclosed in a prospectus supplement.
 
SEC registration fee 
  
$
24,240
  
FINRA filing fee 
    
30,500
  
Transfer agent’s fees*
    
1,000
  
Printing expenses*
    
1,000
  
Legal fees and expenses* 
    
55,000
  
Accounting fees and expenses* 
    
8,000
  
Miscellaneous* 
    
260
  
Total* 
  
$
120,000
  
__________
*Estimated
 
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
 
The SEC allows us to “incorporate by reference” the information we file with it, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus and information we file later with the SEC will automatically update and supersede this information. The documents we are incorporating by reference as of their respective dates of filing are:
 

 •
Annual Report on Form 20-F for the year ended December 31, 2018, filed on March 21, 2019 (File No. 000-30902);
 

 •
Reports on Form 6-K filed on February 26, 2019, May 20, 2019, July 2, 2019 and August 5, 2019 (File Nos. 000-30902); and
 

 •
the description of our ordinary shares contained in our Form 8-A filed on August 2, 2000 (File No. 000-30902), as updated and amended by the disclosure contained under “Description of Ordinary Shares” in this registration statement on Form F-3.

25
 
All subsequent annual reports on Form 20-F, Form 40-F or Form 10-K filed by us, all subsequent reports on Forms 10-Q and 8-K filed by us, and all subsequent reports on Form 6-K filed by us that are identified by us as being incorporated by reference shall be deemed to be incorporated by reference into this prospectus and deemed to be a part hereof after the date of this prospectus but before the termination of the offering by this prospectus.
 
Any statement contained in a document incorporated by reference herein shall be deemed to be modified or superseded for all purposes to the extent that a statement contained in this prospectus, or in any other subsequently filed document which is also incorporated or deemed to be incorporated by reference, modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus.
 
You may request, orally or in writing, a copy of these documents, which will be provided to you at no cost, by contacting:
 
Ari Krashin
Chief Financial Officer
Compugen Ltd.
26 Harokmim Street
Holon 5885849, Israel
Phone: +972-3-765-8585
Fax: +972-3-765-8555
 
26
 
WHERE YOU CAN FIND ADDITIONAL INFORMATION
 
This prospectus is part of a registration statement on Form F-3 that we filed with the SEC relating to the securities offered by this prospectus, which includes additional information. You should refer to the registration statement and its exhibits for additional information. Whenever we make reference in this prospectus to any of our contracts, agreements or other documents, the references are not necessarily complete and you should refer to the exhibits attached to the registration statement for copies of the actual contract, agreements or other document.
 
We are subject to the informational requirements of the Exchange Act applicable to foreign private issuers. We, as a “foreign private issuer,” are exempt from the rules under the Exchange Act prescribing certain disclosure and procedural requirements for proxy solicitations, and our office holders, directors and principal shareholders are exempt from the reporting and “short-swing” profit recovery provisions contained in Section 16 of the Exchange Act, with respect to their purchases and sales of shares. In addition, we are not required to file annual, quarterly and current reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act. So long as we are a foreign private issuer, we anticipate filing with the SEC, within three months after the end of each fiscal year, an Annual Report on Form 20-F containing financial statements audited by an independent accounting firm. We also furnish or file with the SEC Reports of Foreign Private Issuer on Form 6-K and other information with the SEC as required by the Exchange Act. You can review our SEC filings and the registration statement by accessing the SEC’s internet site at http://www.sec.gov.
 
We also maintain a website at www.cgen.com, through which you can access certain SEC filings. The information set forth on our website is not part of this prospectus.
 
ENFORCEABILITY OF CIVIL LIABILITIES
 
We are incorporated under the laws of the State of Israel. Service of process upon us and upon our directors and office holders, almost all of whom reside outside the United States, may be difficult to obtain within the United States. Furthermore, because the majority of our assets and investments, and almost all of our directors and officer holders are located outside the United States, any judgment obtained in the United States against us or any of them may not be collectible within the United States.
 
Additionally, it may be difficult to assert U.S. securities law claims in original actions instituted in Israel. Israeli courts may refuse to hear a claim based on an alleged violation of U.S. securities laws because Israel is not the most appropriate forum to bring such a claim. In addition, even if an Israeli court agrees to hear such a claim, it may determine that Israeli law and not U.S. law is applicable to the claim. If U.S. law is found to be applicable, the content of applicable U.S. law must be proved as a fact which can be a time-consuming and costly process. Certain matters of procedure will also be governed by Israeli law. There is little binding case law in Israel that addresses the matters described above.
 
Subject to specified time limitations and legal procedures, Israeli courts may enforce a United States judgment in a civil matter which, subject to certain exceptions, is non-appealable, including judgments based upon the civil liability provisions of the Securities Act and the Exchange Act and including a monetary or compensatory judgment in a non-civil matter, provided that among other things:
 

 •
the judgments are obtained after due process before a court of competent jurisdiction, according to the laws of the state in which the judgment is given and the rules of private international law currently prevailing in Israel;
 

 •
the prevailing law of the foreign state in which the judgments were rendered allows for the enforcement of judgments of Israeli courts;


•
adequate service of process has been effected and the defendant has had a reasonable opportunity to be heard and to present his or her evidence;
 

 •
the judgments are not contrary to public policy of Israel, and the enforcement of the civil liabilities set forth in the judgment is not likely to impair the security or sovereignty of Israel;
 

 •
the judgments were not obtained by fraud and do not conflict with any other valid judgments in the same matter between the same parties;
 
27

 •
an action between the same parties in the same matter is not pending in any Israeli court at the time the lawsuit is instituted in the foreign court;
 

 •
the judgment is not subject to any further appeal procedures; and
 

 •
the judgment is enforceable according to the laws of Israel and according to the law of the foreign state in which the relief was granted.
 
Generally, an Israeli court will not enforce a foreign judgment if the motion for enforcement was filed more than five years after the date of its award in the United States, unless Israel and the United States have agreed otherwise on a different period, or if an Israeli court finds exceptional reasons justifying the delay.
 
If a foreign judgment is enforced by an Israeli court, it generally will be payable in Israeli currency, which can then be converted into non-Israeli currency and transferred out of Israel. The usual practice in an action before an Israeli court to recover an amount in a non-Israeli currency is for the Israeli court to issue a judgment for the equivalent amount in Israeli currency at the rate of exchange in force on the date of the judgment, but the judgment debtor may make payment in foreign currency. Pending collection, the amount of the judgment of an Israeli court stated in Israeli currency ordinarily will be linked to the Israeli consumer price index plus interest at the annual statutory rate set by Israeli regulations prevailing at the time. Judgment creditors must bear the risk of unfavorable exchange rates.
 
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
 
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officer holders and controlling persons, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

28
The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell securities and it is not soliciting an offer to buy securities in any state where the offer or sale is not permitted.
 
Subject to Completion, Dated August 5, 2019
 
PROSPECTUS
 
 
 
4,253,165 Ordinary Shares Issuable Upon
Exercise of Outstanding Warrants
 
This prospectus relates to the offer and sale by us of an aggregate 4,253,165 of our ordinary shares that are issuable at an exercise price of $4.74 per share upon the exercise of our currently outstanding warrants that we issued in to certain institutional investors in a registered direct offering in June 2018.

We will receive the proceeds from any cash exercises of the outstanding warrants. Additionally, in the event there is no effective registration statement at the time of exercise, the warrants may be exercised on a cashless basis. If the warrants are exercised on a cashless basis, we would not receive any cash payment upon any exercise of the warrants. Each warrant is exercisable at any time until its expiration date, which is June 19, 2023. If all of these outstanding warrants are exercised for cash, we will receive aggregate proceeds of approximately $20.2 million for the warrants.
 
Our ordinary shares are traded on The Nasdaq Global Market and on the Tel Aviv Stock Exchange under the symbol “CGEN.” The closing sale price of our ordinary shares on The Nasdaq Global Market and on the Tel Aviv Stock Exchange on July 31, 2019, was $3.24 and $3.28 per share, respectively. The currency in which our stock is traded on the Tel Aviv Stock Exchange is the New Israeli Shekel, or NIS. The above closing price on the Tel Aviv Stock Exchange represents a conversion from NIS to dollar amounts in accordance with the dollar - NIS conversion rate as of July 31, 2019, as reported by the Bank of Israel.
 
An investment in our securities involves a high degree of risk. See the section entitled “Risk Factors” on page SA-3 of this prospectus and under similar headings in any amendment or supplement to this prospectus or in any filing with the Securities and Exchange Commission that is incorporated by reference herein.
 
Neither the Securities and Exchange Commission nor any state or other securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
 
This prospectus may not be used to consummate sales of securities unless it is accompanied by a prospectus supplement.
 
The date of this prospectus is                     , 2019
 
 
TABLE OF CONTENTS
 
SA-i
SA-1
SA-3
SA-4
SA-5
SA-6
SA-7
SA-8
SA-13
SA-15
SA-16
SA-17
SA-17
SA-17
SA-17
SA-19
SA-19
SA-20


ABOUT THIS PROSPECTUS
 
This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission, or the SEC, using a “shelf” registration process. Under this shelf registration process, we may from time to time sell ordinary shares, debt securities, rights, warrants or units comprising any combination of these securities, in one or more offerings up to a total dollar amount of $200,000,000. Under this prospectus, we may from time to time offer and sell an aggregate 4,253,165 of our ordinary shares that are issuable at an exercise price of $4.74 upon the exercise of our previously issued warrants. The $20,160,002 of securities that may be sold under this prospectus are included in the $200,000,000 of securities that may be sold under the registration statement.
 
As permitted by the rules and regulations of the SEC, the registration statement, of which this prospectus forms a part, includes additional information not contained in this prospectus. You may read the registration statement and the other reports we file with the SEC at the SEC’s web site or at the SEC’s offices described below under the heading “Where You Can Find Additional Information.”
 
In this prospectus, unless otherwise stated or the context otherwise requires, references to “Compugen,” “the Company,” “we,” “us,” “our” and similar references refer to Compugen Ltd. and our wholly owned subsidiary, Compugen USA, Inc. except where the context otherwise requires or as otherwise indicated.
 
You should rely only on the information contained or incorporated by reference in this prospectus or any “free writing prospectus” we may authorize to be delivered to you. We have not authorized anyone to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. You should assume that the information appearing in this prospectus and the documents incorporated by reference herein and therein are accurate only as of their respective dates. Our business, financial condition, results of operations and prospects may have changed since those dates.
 
This prospectus shall not constitute an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make such offer or solicitation.
 
SA - i
 
PROSPECTUS SUMMARY
 
This summary highlights only some of the information included or incorporated by reference in this prospectus. You should carefully read this prospectus together with the additional information about us described in the sections entitled “Where You Can Find Additional Information” and “Incorporation of Certain Information by Reference” before purchasing our securities.
 
Compugen Ltd.
 
Overview
 
We are a clinical-stage, therapeutic discovery and development company utilizing our proprietary computational discovery platforms to identify novel drug targets and develop first-in-class therapeutics in the field of cancer immunotherapy. Our therapeutic pipeline consists of immuno-oncology programs against novel drug targets we have discovered computationally, including T cell immune checkpoints and other early-stage immuno-oncology programs focused largely on myeloid targets. Our pipeline consists of two clinical stage programs. COM701 is a first-in-class therapeutic antibody targeting PVRIG, developed internally; and BAY 1905254 is a first-in-class therapeutic antibody targeting ILDR2, partnered to Bayer. Both targets are novel immune checkpoints discovered computationally by us and currently in Phase 1 studies in patients with advanced solid tumors; each initiated in September 2018. Our business model is to enter into collaborations for our novel targets and related drug product candidates at various stages of research and development. In 2018, we entered into two agreements with leading pharmaceutical companies – a clinical collaboration agreement with Bristol-Myers Squibb in connection with our lead immuno-oncology program, COM701, and an exclusive license agreement with MedImmune Limited, the global biologics research and development arm of AstraZeneca, or AstraZeneca, for the development of bi-specific and multi-specific antibody products derived from one of our immuno-oncology programs. The first agreement we entered into in connection with one of our immuno-oncology programs was with Bayer in 2013 for the research, development, and commercialization of immuno-oncology therapeutics against novel targets identified by us. Under this agreement we collaborate with Bayer on the development BAY 1905254. We also engage in collaborations with leading academic research centers in the United States to advance its research and development efforts.
 
The Company is headquartered in Holon, Israel. Its clinical development and business development activities operate from its U.S. site in South San Francisco, California.
 
Corporate Information
 
Our legal and commercial name is Compugen Ltd. We were incorporated on February 10, 1993 as an Israeli corporation and operate under the Israel Companies Law, 5759-1999, as amended, or the Companies Law. Our principal offices are located at 26 Harokmim Street, Holon 5885849, Israel, and our telephone number is +972-3-765-8585. Our web address is www.cgen.com. The information on our website is not incorporated by reference into this prospectus, is not considered a part of this prospectus and should not be relied upon with respect to any offering.
 
Compugen USA, Inc., our wholly owned subsidiary, was incorporated in Delaware in March 1997 and is qualified to do business in California. This subsidiary did not have any significant operations from 2008 to March 2012.

 
SA - 1


THE OFFERING

Securities offered
 
4,253,165 ordinary shares issuable upon the exercise of outstanding warrants.
Description of warrants
 
The warrants entitle holders to purchase ordinary shares at an exercise price of $4.74 per share for a period of five years from June 19, 2018, the date of issuance.
Ordinary shares to be outstanding immediately following this offering
 
66,209,157 shares assuming exercise of the warrants in full.
Use of Proceeds
 
We intend to use the net proceeds from this offering for pre-clinical and clinical development of our product candidates and for other general corporate purposes. See “Reasons for the Offer and Use of Proceeds” on page SA-7 of this prospectus.
Risk Factors
 
Investing in our securities involves significant risks. See the information under the heading “Risk Factors” beginning on page SA-3 of this prospectus and in the documents incorporated by reference into this prospectus for a discussion of factors you should carefully consider before deciding to invest in our securities.
Trading Markets
 
Our ordinary shares are traded on the Nasdaq Global Market and on the TASE under the symbol “CGEN.”

The number of outstanding ordinary shares set forth above excludes, as of June 30, 2019:


 •
747,249 ordinary shares issuable upon the exercise of outstanding options to purchase ordinary shares granted under our 2000 Option Plan, having a weighted average exercise price of $3.86 per share;


•
7,591,122 ordinary shares issuable upon the exercise of outstanding options to purchase ordinary shares granted under our 2010 Share Incentive Plan, having a weighted average exercise price of $4.78 per share; and


•
an aggregate 1,579,188 ordinary shares issuable and reserved for future grants under our 2010 Share Incentive Plan.


•
4,253,165 ordinary shares issuable upon the exercise of warrants issued to certain institutional investors in a registered direct offering completed in June 2018, with an exercise price of $4.74 per share.
 

SA - 2
 

RISK FACTORS
 
Investing in our securities may involve a high degree of risk. Before making an investment decision, you should carefully consider the risks described below as well as those discussed under “Risk Factors” in our most recent Annual Report on Form 20-F, or any updates in our Reports on Form 6-K, together with all of the other information appearing in this prospectus or incorporated by reference into this prospectus, in light of your particular investment objectives and financial circumstances. The risks so described are not the only risks facing our company. Additional risks not presently known to us or that we currently deem immaterial may also impair our business operations. Our business, financial condition and results of operations could be materially adversely affected by any of these risks. The trading price of our securities could decline due to any of these risks, and you may lose all or part of your investment.

Risks Related to our Securities and this Offering
 
Our management will have broad discretion in the use of the net proceeds we receive in this offering and might not apply the proceeds in ways that increase the value of your investment.
 
Our management and board of directors will have broad discretion over the use of our net proceeds from this offering, and you will be relying on their judgment regarding the application of these proceeds, which can be different from that contemplated at the time of this offering. Our management and board of directors might not apply our net proceeds in ways that ultimately increase the value of your investment and we might not be able to yield a significant return, if any, on any investment of these net proceeds. Our failure to apply these funds effectively could have a material adverse effect on our business, delay the development of our products and cause the price of our ordinary shares to decline.
 
Investors in this offering will experience immediate and substantial dilution.
 
The exercise price of the warrants is higher than the net tangible book value per share of our ordinary shares. Therefore, if you purchase securities in this offering by exercising your warrants, you will incur immediate and substantial dilution in the net tangible book value per share from the exercise price. If the holders of outstanding options to acquire ordinary shares exercise those options at prices below the exercise price of the warrants, you will incur further dilution. See the section entitled “Dilution” herein for a more detailed discussion of the dilution associated with this offering.
 
Because we do not intend to declare cash dividends on our ordinary shares in the foreseeable future, shareholders must rely on appreciation of the value of our ordinary shares for any return on their investment and may not receive any funds without selling their ordinary shares.
 
We have never declared or paid cash dividends on our ordinary shares and do not anticipate declaring or paying any cash dividends in the foreseeable future. As a result, we expect that only appreciation of the price of our ordinary shares, if any, will provide a return to investors in this offering for the foreseeable future. In addition, because we do not pay cash dividends, if our shareholders want to receive funds in respect of our ordinary shares, they must sell their ordinary shares to do so.
 
There is no public market for the warrants.
 
There is no established public trading market for the warrants, and we do not expect a market to develop. In addition, we do not intend to apply to list the warrants on any national securities exchange or other nationally recognized trading system, including Nasdaq. Without an active market, the liquidity of the warrants will be limited.
 
The warrants are speculative in nature. You may not be able to recover your investment in the warrants, and the warrants may expire worthless.
 
If our ordinary share price does not increase to an amount sufficiently above the applicable exercise price of the warrants during the period the warrants are exercisable, you will be unable to recover any of your investment in the warrants. There can be no assurance that the market price of the ordinary shares will ever equal or exceed the exercise price of the warrants, and consequently, whether it will ever be profitable for holders of the warrants to exercise the warrants.

Holders of the warrants will have no rights as ordinary shareholders until they acquire our ordinary shares.
 
Until you acquire our ordinary shares upon exercise of the warrants, you will have no rights with respect to our ordinary shares issuable upon exercise of the warrants, including the right to vote or respond to tender offers. Upon exercise of your warrants, you will be entitled to exercise the rights of an ordinary shareholder only as to matters for which the record date occurs after the exercise date.

SA - 3
 
NOTE REGARDING FORWARD-LOOKING STATEMENTS
 
This prospectus contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and the Private Securities Litigation Reform Act of 1995. Also, documents that we incorporate by reference into this prospectus, including documents that we subsequently file with the SEC, will contain forward-looking statements. Forward-looking statements are those that predict or describe future events or trends and that do not relate solely to historical matters. You can generally identify forward-looking statements as statements containing the words “may,” “will,” “could,” “should,” “expect,” “anticipate“ “objective,” “goal,” “intend,” “estimate,” “believe,” “project,” “plan,” “assume,” “potential,” “likely,” “confident” or other similar expressions, or negatives of those expressions, although not all forward-looking statements contain these identifying words. All statements contained or incorporated by reference in this prospectus regarding our future strategy, future operations, projected financial position, proposed products, anticipated collaborations, estimated future revenues, projected costs, future prospects, the future of our industry and results that might be obtained by pursuing management’s current plans and objectives are forward-looking statements.
 
You should not place undue reliance on our forward-looking statements because the matters they describe are subject to certain risks, uncertainties and assumptions, including in many cases decisions or actions by third parties that are difficult to predict. Our forward-looking statements are based on the information currently available to us and speak only as of the date on the cover of this prospectus or, in the case of forward-looking statements incorporated by reference, the date of the filing that includes the statement. Over time, our actual results, performance or achievements may differ from those expressed or implied by our forward-looking statements, and such difference might be significant and materially adverse to our security holders. We undertake no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise.
 
We have identified some of the important factors that could cause future events to differ from our current expectations and they are described in this prospectus under the caption “Risk Factors,” as well as in our most recent Annual Report on Form 20-F, including without limitation under the captions “Risk Factors” and “Operating and Financial Review and Prospects,” and in other documents that we may file with the SEC, all of which you should review carefully. Please consider our forward-looking statements in light of those risks as you read this prospectus.
 
SA - 4
 
OFFER STATISTICS AND EXPECTED TIMETABLE
 
We may offer and sell from time to time pursuant to this prospectus an aggregate 4,253,165 ordinary shares that are issuable at an exercise price of $4.74 per share for a maximum aggregate offering price of $20,160,002. 
 
SA - 5
 
CAPITALIZATION
 
The table below sets forth our cash and cash equivalents, restricted cash, short-term bank deposits, and capitalization as of June 30, 2019:


 •
on an actual basis; and


•
on an as adjusted basis to reflect the sale and issuance of 4,253,165 ordinary shares issuable upon the exercise of warrants, with an exercise price of $4.74 per share.

The information set forth in the following table should be read in conjunction with, and is qualified in its entirety by, reference to our audited and unaudited financial statements and the notes thereto incorporated by reference into this prospectus.
 
 
  
As of June 30, 2019
  
   
Actual
    
As Adjusted
  
 
  
(in thousands, except share and per share data)
  
Cash and cash equivalents, restricted cash and short-term bank deposits
  
$
36,975
    
$
57,110
  
Shareholder’s equity:
                
Ordinary shares, NIS 0.01 nominal value:100,000,000 shares authorized; 61,955,992 shares issued and outstanding, actual; 66,209,157 shares issued and outstanding, as adjusted
    
170
      
182
  
Additional paid-in capital
    
376,851
      
396,974
  
Accumulated deficit
    
(345,226
)
    
(345,226
)
Total shareholders’ equity
    
31,795
      
51,930
  
Total capitalization
  
$
31,795
    
$
51,930
  
 
The number of outstanding ordinary shares set forth above excludes, as of June 30, 2019:


 •
747,249 ordinary shares issuable upon the exercise of outstanding options to purchase ordinary shares granted under our 2000 Option Plan, having a weighted average exercise price of $3.86 per share;


•
7,591,122 ordinary shares issuable upon the exercise of outstanding options to purchase ordinary shares granted under our 2010 Share Incentive Plan, having a weighted average exercise price of $4.78 per share; and


•
an aggregate 1,579,188 ordinary shares issuable and reserved for future grants under our 2010 Share Incentive Plan.

SA - 6
 
REASONS FOR THE OFFER AND USE OF PROCEEDS
 
 If the warrants to purchase our ordinary shares to which this prospectus relates are exercised in full, we will receive gross proceeds of approximately $20.2 million, however we do not know when, if or the extent to which such warrants may be exercised, and it is possible that no warrants may be exercised, in which case we would not receive any proceeds from this offering.
 
We currently expect to use the net proceeds from this offering for pre-clinical and clinical development of our product candidates and for other general corporate purposes. We have not determined the amount of net proceeds to be used specifically for the foregoing purposes. This expected use of the net proceeds from this offering represents our intentions based upon our current plans and business conditions. The amounts and timing of our actual expenditures may vary significantly depending on numerous factors, including the progress of our development efforts, the status of and results from clinical trials, as well as any collaborations that we may enter into with third parties for our product candidates, and any unforeseen cash needs. As a result, our management will retain broad discretion over the allocation of the net proceeds from this offering.
 
Pending use of the net proceeds, we intend to invest any proceeds in a variety of capital preservation instruments, including short-term and long-term, investment-grade and interest-bearing instruments.

SA - 7
 
DESCRIPTION OF ORDINARY SHARES
 
Our authorized share capital consists of 100,000,000 ordinary shares, nominal (par) value NIS 0.01 per share. However, our board of directors has approved and recommended to our shareholders to approve in our annual general meeting of shareholders which will be held on September 19, 2019, an increase of our authorized share capital to 200,000,000 ordinary shares, nominal (par) value NIS 0.01 per share As of June 30, 2019,  61,955,992 ordinary shares were issued and outstanding. Subject to our amended and restated articles of association, or our Articles, fully paid ordinary shares of the Company confer on the holders thereof rights to attend and to vote at general meetings of the shareholders. Subject to the rights of holders of shares with limited or preferred rights which may be issued in the future, the ordinary shares of the Company confer upon the holders thereof equal rights to vote, to receive dividends and to participate in the distribution of the assets of the Company upon its winding-up, in proportion to the amount paid up or credited as paid up on account of the nominal value of the shares held by them respectively and in respect of which such dividends are being paid or such distribution is being made, without regard to any premium paid in excess of the nominal value, if any. All outstanding ordinary shares are validly issued and fully paid.
 
Registration Number and Purpose of the Company

Our registration number with the Israeli Registrar of Companies is 51-177-963-9. Our purpose as set forth in our Articles is to engage in any lawful act or activity for which companies may be organized under the Companies Law.

Rights Attached to Our Shares

Subject to our Articles, fully paid ordinary shares confer on the holders thereof rights to attend and to vote at general meetings of the shareholders. Subject to the rights of holders of shares with limited or preferred rights which may be issued in the future, our ordinary shares confer upon the holders thereof equal rights to receive dividends and to participate in the distribution of our assets upon our winding-up, in proportion to the amount paid up or credited as paid up on account of the nominal value of the shares held by them respectively and in respect of which such dividends are being paid or such distribution is being made, without regard to any premium paid in excess of the nominal value, if any. No preferred shares are currently authorized. All outstanding ordinary shares are validly issued and fully paid.

Voting Rights

Subject to the provisions of our Articles, holders of ordinary shares have one vote for each ordinary share held by such shareholder of record, on all matters submitted to a vote of shareholders. Shareholders may vote in person, by proxy or by proxy card. Alternatively, shareholders who hold shares through members of the Tel Aviv Stock Exchange may vote electronically via the electronic voting system of the Israel Securities Authority, or Electronic Vote. These voting rights may be affected by the grant of any special voting rights to the holders of a class of shares with preferential rights that may be authorized in the future. As our ordinary shares do not have cumulative voting rights in the election of directors, the holders of the majority of the shares present and voting at a shareholders meeting have the power to elect all of our directors.

Transfer of Shares
 
Our ordinary shares which have been fully paid-up are transferable by submission of a proper instrument of transfer together with the certificate of the shares to be transferred and such other evidence of title, as our Board of Directors may require, unless such transfer is prohibited by another instrument or by applicable securities laws.
 
Dividends
 
Under the Companies Law, dividends may be distributed only out of profits available for dividends as determined by the Companies Law, provided that there is no reasonable concern that the distribution will prevent the Company from being able to meet its existing and anticipated obligations when they become due. If the company does not meet the profit requirement, a court may nevertheless allow the company to distribute a dividend, as long as the court is convinced that there is no reasonable concern that such distribution will prevent the company from being able to meet its existing and anticipated obligations when they become due. Pursuant to our Articles, no dividend shall be paid other than out of the profits of the Company. Generally, under the Companies Law, the decision to distribute dividends and the amount to be distributed is made by a company’s board of directors.
 
SA - 8
Our Articles provide that our Board of Directors, may, subject to the Companies Law, from time to time, declare and cause the Company to pay such dividends as may appear to the Board of Directors to be justified by the profits of our Company. Subject to the rights of the holders of shares with preferential, special or deferred rights that may be authorized in the future, our profits which shall be declared as dividends shall be distributed according to the proportion of the nominal (par) value paid up or credited as paid up on account of the shares held at the date so appointed by the Company and in respect of which such dividend is being paid, without regard to the premium paid in excess of the nominal (par) value, if any. The declaration of dividends does not require shareholders’ approval.
 
To date, we have not declared or distributed any dividend and we do not intend to pay cash dividends on our ordinary shares in the foreseeable future.
 
Liquidation Rights
 
In the event of our winding up on liquidation or dissolution, subject to applicable law, our assets available for distribution among the shareholders shall be distributed to the holders of ordinary shares in proportion to the amount paid up or credited as paid up on account of the nominal value of the shares held by them respectively and in respect of which such distribution is being made, without regard to any premium paid in excess of the nominal value, if any. This liquidation right may be affected by the grant of limited or preferential rights as to liquidation to the holders of a class of shares that may be authorized in the future.
 
Redemption Provisions
 
We may, subject to applicable law and to our Articles, issue redeemable shares and redeem the same upon such terms and conditions as determined by our Board of Directors.
 
Capital Calls
 
Under our Articles, the liability of each shareholder for the Company’s obligations is limited to the unpaid sum, if any, owing to the Company in consideration for the issuance of the shares held by such shareholder.

Modification of Class Rights
 
Our amended and restated Memorandum of Association, or Memorandum, provides that we may amend the Memorandum in order to increase, consolidate or divide or otherwise amend our share capital by a simple majority of the voting power present at a shareholders meeting as currently provided in our Articles or by such other majority as shall be set forth in our Articles from time to time.
 
Pursuant to our Articles, if at any time our share capital is divided into different classes of shares, the rights attached to any class, unless otherwise provided by our Articles, may be modified or abrogated by the Company, subject to the consent in writing of, or sanction of a resolution passed by, the holders of a majority of the issued shares of such class at a separate general meeting of the holders of the shares of such class.

Limitations on the Rights to Own Securities
 
Our Articles and Israeli law do not restrict the ownership or voting of ordinary shares by non-residents or persons who are not citizens of Israel, except with respect to subjects of nations which are in a state of war with Israel.
 
Changes in Capital
 
Our Articles enable us to increase or reduce our share capital. Any such changes are subject to the provisions of the Companies Law and our Articles and must be approved by a resolution duly passed by a simple majority of our shareholders at a general meeting by voting on such change in the capital.

Shareholders’ Meetings and Resolutions
 
Our Articles provide that our annual general meeting shall be held once in every calendar year at such time (within a period of not more than fifteen months after the last preceding annual general meeting), and place determined by our Board of Directors. Our Board of Directors may, in its discretion, convene additional special shareholders meetings and, pursuant to the Companies Law, must convene a meeting upon the demand of: (a) two directors or one quarter of the directors in office; or (b) the holder or holders of (i) 5% or more of our issued share capital and one percent or more of our voting rights; or (ii) 5% or more of our voting rights. All demands for shareholders meetings must set forth the items to be considered at that meeting.
 
SA - 9
The chairman of the Board of Directors, or any other director or office holder of the Company which may be designated for this purpose by the Board of Directors, shall preside as chairman at each of our general meetings. If there is no such chairman, or if the appointed chairman is unwilling to take the chair, or if he shall have indicated in advance that he will not be attending, or if at any meeting such chairman is not present within thirty (30) minutes after the time fixed for holding the meeting, then those present at the meeting shall choose someone present to be chairman of the meeting. The office of chairman shall not, by itself, entitle the holder thereof to vote at any general meeting nor shall it entitle a second or casting vote.
 
According to regulations promulgated pursuant to the Companies Law and governing the terms of notice and publication of shareholder meetings of public companies, or the General Meeting Regulations, holder(s) of one percent or more of the Company’s voting rights may propose any matter appropriate for deliberation at a shareholder meeting to be included on the agenda of a shareholder meeting, generally by submitting a proposal within seven days of publicizing the convening of a shareholder meeting, or, if the Company publishes a preliminary notice at least 21 days prior to publicizing the convening of a meeting, stating its intention to convene such meeting and the agenda thereof, within fourteen days of such preliminary notice. Any such proposal must further comply with the information requirements under applicable law and our Articles. The agenda for a shareholder meeting is determined by the Board of Directors and must include matters in respect of which the convening of a shareholder meeting was demanded and any matter requested to be included by holder(s) of one percent of the Company’s voting rights, as detailed above.
 
Pursuant to the Companies Law and the General Meeting Regulations shareholder meetings generally require prior notice of not less than 21 days, and not less than 35 days in certain cases. Pursuant to our Articles, we are not required to deliver or serve notice of a general meeting or of any adjournments thereof to any shareholder. However, subject to applicable law and stock exchange rules and regulations, we will publicize the convening of a general meeting in any manner reasonably determined by us, and any such publication shall be deemed duly made, given and delivered to all shareholders on the date on which it is first made, posted, filed or published in the manner so determined by us in our sole discretion.
 
The function of the annual general meeting is to elect directors, receive and consider the profit and loss account, the balance sheet and the ordinary reports and accounts of the directors and auditors, appoint auditors and transact any other business which under our Articles or applicable law may be transacted by the shareholders of the Company in a general meeting.
 
Pursuant to our Articles, the quorum required for a meeting of shareholders consists of at least two shareholders, present in person, by proxy, by proxy card or by Electronic Vote and holding shares conferring in the aggregate twenty-five percent (25%) or more of the voting power of the Company. If within half an hour from the time appointed for the meeting a quorum is not present, the meeting shall stand adjourned to the same day in the following week at the same time and place or to such other later day, time and place as the Board of Directors may determine and specify in the publication with respect to the Meeting. At the adjourned meeting, any number of participants will constitute a quorum present, in person, by proxy, by proxy card or by electronic Vote; provided, however, that special general meeting which was convened by the Board upon the demand of shareholders or directors then in office, as detailed above, or directly by such shareholders or directors, in accordance the terms of the Companies Law, shall be cancelled.
 
Generally, under the Companies Law and our Articles, shareholder resolutions are deemed adopted if approved by the holders of a simple majority of the voting rights represented at the meeting, in person, by proxy, by proxy card or by Electronic Vote, and voting on the matter, unless a different majority is required by law or pursuant to our Articles such as a resolution for the voluntary winding up of our Company which requires the approval of holders of 75% of the voting power presented and voting at the meeting, or resolutions concerting certain related party transactions as set forth in Sections 267 and 270-275 of the Companies Law.
 
Change of Control
 
Merger
 
Under the Companies Law, a merger is generally required to be approved by the shareholders and board of directors of each of the merging companies. If the share capital of the company that will not be the surviving company is divided into different classes of shares, the approval of each class is also required, unless determined otherwise by the court. Similarly, unless an Israeli court determines otherwise, a merger will not be approved if it is objected to by shareholders holding a majority of the voting rights participating and voting at the meeting (abstentions are disregarded), after excluding the shares held by the other party to the merger, by any person who holds 25% or more of the other party to the merger or by anyone on their behalf, including by the relatives of, or corporations controlled by, these persons. In approving a merger, the board of directors of both merging companies must determine that there is no reasonable concern that, as a result of the merger, the surviving company will not be able to satisfy its obligations to its creditors. Similarly, upon the request of a creditor of either party to the proposed merger, an Israeli court may prevent or delay the merger if it concludes that there exists a reasonable concern that, as a result of the merger, the surviving company will not be able to satisfy the obligations of the merging parties. A court may also issue other instructions for the protection of the creditors’ rights in connection with a merger. Further, a merger may not be completed unless at least (i) 50 days have passed from the time that the requisite proposals for the approval of the merger were filed with the Israeli registrar of companies; and (ii) 30 days have passed since the merger was approved by the shareholders of each party.
 
SA - 10
Special Tender Offer
 
The Companies Law provides that an acquisition of shares of an Israeli public company must be made by means of a special tender offer if as a result of the acquisition the purchaser would become a holder of 25% or more of the voting rights in the company. This rule does not apply if there is already another holder of 25% or more of the voting rights in the company. Similarly, the Companies Law provides that an acquisition of shares in a public company must be made by means of a tender offer if as a result of the acquisition the purchaser would become a holder of more than 45% of the voting rights in the company, if there is no other shareholder of the company who holds more than 45% of the voting rights in the company. These requirements do not apply if the acquisition (i) occurs in the context of a private placement by the company that received shareholder approval, (ii) was from a shareholder holding 25% or more of the voting rights in the company and resulted in the acquirer becoming a holder of 25% or more of the voting rights in the company, or (iii) was from a holder of more than 45% of the voting rights in the company and resulted in the acquirer becoming a holder of more than 45% of the voting rights in the company. A special tender offer may be consummated only if (i) at least 5% of the voting power attached to the company’s outstanding shares will be acquired by the offeror and (ii) the number of shares tendered in the offer exceeds the number of shares whose holders objected to the offer (excluding controlling shareholders, holders of 25% or more of the voting rights in the company and any person having a personal interest in the acceptance of the tender offer).
 
In the event that a special tender offer is made, a company’s board of directors is required to express its opinion on the advisability of the offer, or shall abstain from expressing any opinion if it is unable to do so, provided that it gives the reasons for its abstention. An office holder in a target company who, in his or her capacity as an office holder, performs an action the purpose of which is to cause the failure of an existing or foreseeable special tender offer or is to impair the chances of its acceptance, is liable to the potential purchaser and shareholders for damages, unless such office holder acted in good faith and had reasonable grounds to believe he or she was acting for the benefit of the company. However, office holders of the target company may negotiate with the potential purchaser in order to improve the terms of the special tender offer, and may further negotiate with third parties in order to obtain a competing offer.
 
If a special tender offer is accepted, then shareholders who did not respond to or that had objected the offer may accept the offer within four days of the last day set for the acceptance of the offer. In the event that a special tender offer is accepted, then the purchaser or any person or entity controlling it or under common control with the purchaser or such controlling person or entity may not make a subsequent tender offer for the purchase of shares of the target company and may not enter into a merger with the target company for a period of one year from the date of the offer, unless the purchaser or such person or entity undertook to effect such an offer or merger in the initial special tender offer.
 
Full Tender Offer
 
Under the Companies Law, a person may not acquire shares in a public company if, after the acquisition, the acquirer will hold more than 90% of the shares or more than 90% of any class of shares of that company, unless a tender offer is made to purchase all of the shares or all of the shares of the particular class. The Companies Law also generally provides that as long as a shareholder in a public company holds more than 90% of the company’s shares or of a class of shares, that shareholder shall be precluded from purchasing any additional shares. In order for all of the shares that the purchaser offered to purchase be transferred to him by operation of law, one of the following needs to have occurred: (i) the shareholders who declined or do not respond to the tender offer hold less than 5% of the company’s outstanding share capital or of the relevant class of shares and the majority of offerees who do not have a personal interest in accepting the tender offer accepted the offer, or (ii) the shareholders who declined or do not respond to the tender offer hold less than 2% of the company’s outstanding share capital or of the relevant class of shares.
 
A shareholder that had his or her shares so transferred, whether he or she accepted the tender offer or not, has the right, within six months from the date of acceptance of the tender offer, to petition the court to determine that the tender offer was for less than fair value and that the fair value should be paid as determined by the court. However, the purchaser may provide in its offer that shareholders who accept the tender offer will not be entitled to such rights.
 
SA - 11
If the conditions set forth above are not met, the purchaser may not acquire additional shares of the company from shareholders who accepted the tender offer to the extent that following such acquisition, the purchaser would own more than 90% of the company’s issued and outstanding share capital. The above restrictions apply, in addition to the acquisition of shares, to the acquisition of voting power.
 
Transfer Agent and Registrar
 
The transfer agent and registrar for our ordinary shares is American Stock Transfer & Trust Company, LLC.
 
The Nasdaq Global Market and the Tel Aviv Stock Exchange
 
Our ordinary shares are listed on The Nasdaq Global Market and the Tel Aviv Stock Exchange under the symbol “CGEN.”
 
Warrants
 
As of June 30, 2019, we had warrants outstanding to purchase an aggregate 4,253,165 ordinary shares. See “Description of Warrants—Outstanding Warrants.”
 
Share History
 
The following is a summary of the history of our share capital for the last three years.
 
Ordinary Share Issuances
 

 •
Share Options. Since January 1, 2016 and through June 30, 2019, we have issued a total of 1,609,658 ordinary shares upon the exercise of share options.
 

 •
ATM Sales Agreement. In May 2018, we entered into a Controlled Equity OfferingSM Sales Agreement, or the ATM Sales Agreement, with Cantor Fitzgerald & Co., or Cantor, as sales agent, pursuant to which we may offer and sell, from time to time through Cantor, our ordinary shares having an aggregate offering price of up to $25 million. Under the ATM Sales Agreement, Cantor may sell Shares by any method permitted by law and deemed to be an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act, including sales made directly on the Nasdaq Global Market, or on any other existing trading market for the ordinary shares. As of August 2, 2019, we sold 7,245,268 shares through the ATM Sales Agreement for an aggregate purchase price of approximately $23.7 million.
 

 •
Registered Direct Offering. In June 2018, we entered into a definitive securities purchase agreement with certain institutional investors and a placement agency agreement with JMP Securities LLC, in connection with a registered direct offering which resulted in the issuance of 5,316,457 of our ordinary shares at a purchase price of $3.95 per share. In connection with the issuance of the ordinary shares, we also issued warrants to purchase up to 4,253,165 additional ordinary shares. The warrants have an exercise price of $4.74 per share and have a term of five years from the date of issuance. Gross proceeds from this offering were approximately $21 million, before deducting the underwriting discounts and commissions and estimated offering expenses payable by us.


•
Bristol-Myers Squibb Securities Purchase Agreement. In October 2018, we and Bristol-Myers Squibb entered into a Securities Purchase Agreement pursuant to which Bristol-Myers Squibb purchased 2,424,243 ordinary shares at a purchase price of $4.95 per share, which represented a 33% premium over the average closing price on the last 20 Nasdaq trading days. Gross proceeds from this private placement were approximately $12 million.
 
Authorized Share Capital
 
There has been no amendment to our authorized share capital since January 1, 2016. Our board of directors has approved and recommended to our shareholders to approve in our annual general meeting of shareholders which will be held on September 19, 2019, an increase of our authorized share capital to 200,000,000 ordinary shares nominal (par) value NIS 0.01 per share.
 
SA - 12
 
DESCRIPTION OF WARRANTS
 
The following is a brief summary of certain terms and conditions of the warrants and is subject in all respects to the provisions contained in the warrants. You should review a copy of the form of ordinary share purchase warrant for a complete description of the terms and conditions applicable to the warrants.
 
Term
 
The warrants are exercisable during the period beginning six months from the date of issuance and ending at 5:00 P.M. on June 19, 2023.
 
Exercise Price
 
The exercise price of the warrants is $4.74 per whole ordinary share. The exercise price is subject to appropriate adjustment in the event of certain share splits, dividends, recapitalizations or similar events affecting our ordinary shares.
 
Exercisability
 
Holders may exercise the warrants beginning six months from June 19, 2018, the date of issuance, and at any time during the applicable term of the warrant. The warrants will be exercisable, at the option of each holder, in whole or in part, by delivering to us a written notice and, within one trading day of delivering such notice, payment shall be made in full for the number of ordinary shares purchased upon such exercise. If there is no effective registration statement registering the issuance and sale of the ordinary shares underlying the warrants, the holder may exercise the warrant through a cashless exercise, in which case the holder would receive upon such exercise the net number of ordinary shares determined according to the formula set forth in the warrant.
 
Exercise Limitation
 
Holders shall not have the right to exercise the warrant, to the extent that after giving effect to such exercise, such holder, together with such holder’s affiliates and any other persons acting as a group together with the holder or any of the holder’s affiliates, would beneficially own in excess of 4.99% of the ordinary shares outstanding immediately after giving effect to such exercise which limitation may be increased to 9.99% by the holder.
 
No Fractional Shares
 
No fractional ordinary shares will be issued upon exercise of the warrants. If there is a fractional share issuable upon exercise, we will, at our election, either pay a cash adjustment or it will be rounded up to the nearest whole share.

Transferability
 
Subject to applicable laws and the restriction on transfer set forth in the warrant, the warrant may be transferred at the option of the holder upon surrender of the warrant to us together with the appropriate instruments of transfer.
 
Authorized Shares
 
During the period the warrants are outstanding, we will reserve from our authorized and unissued ordinary shares a sufficient number of shares to provide for the issuance of ordinary shares underlying the warrants upon the exercise of the warrants.
 
Exchange Listing
 
We do not plan on applying to list the warrants on Nasdaq, the TASE, any other national securities exchange or any other nationally recognized trading system.

Purchase Rights

Subject to certain limitations, if at any time during the period the warrants are outstanding we grant, issue or sell certain of our securities pro rata to the record holders of our ordinary shares, the warrant holders shall be entitled to participate upon the same terms in an amount up to the number of ordinary shares acquirable upon complete exercise of the warrant.

SA - 13
Pro Rata Distributions

Subject to certain limitations, if at any time during the period the warrants are outstanding we declare or make any dividend or other distribution of assets to our ordinary shareholders, the warrant holders shall be entitled to distributions upon the same terms in an amount up to the number of ordinary shares acquirable upon complete exercise of the warrant.

Fundamental Transactions
 
In the event of any fundamental transaction, as defined in the warrants and generally including any consolidation or merger with or into another entity, the sale of all or substantially all of our assets, tender offer or exchange offer, reorganization or recapitalization through which another entity acquires us, or reclassification of our ordinary shares, then the successor entity in such transaction will assume in writing all of our obligations under the warrant pursuant to written agreements, including an adjusted exercise price equal to the value for the ordinary shares reflected by the terms of such fundamental transaction, and exercisable for a corresponding number of shares equivalent to the ordinary shares acquirable and receivable upon exercise of the warrant prior to such fundamental transaction.
 
Failure to Timely Deliver Securities

If we fail for any reason to deliver to a holder the number of shares of ordinary shares due to the holder pursuant to the holder’s written notice on or before the second trading day following receipt of such notice, we will pay to the holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of ordinary shares subject to such exercise, $10 per trading day (increasing to $20 per trading day on the fifth trading day after such liquidated damages begin to accrue) for each trading day until such ordinary shares are delivered or the holder rescinds such exercise.
 
Right as a Shareholder
 
Except as otherwise provided in the warrants or by virtue of such holder’s ownership of our ordinary shares, the holders of the warrants do not have the rights or privileges of holders of our ordinary shares, including any voting rights, until they exercise their warrants.
 
Waivers and Amendments
 
Any term of the warrants issued in the offering may be amended or waived with our written consent and the written consent of the holder.
 
SA - 14
 
DILUTION
 
If you purchase ordinary shares in this offering by exercising your warrants, your ownership interest will be immediately diluted to the extent of the difference between the exercise price and the as adjusted net tangible book value per ordinary share after this offering. Net tangible book value per ordinary share is calculated by subtracting our total liabilities from our total tangible assets, which is total assets, and dividing this amount by the number of ordinary shares outstanding. Our net tangible book value as of June 30, 2019 was $31.8 million, or $0.51 per ordinary share.
 
After giving effect to the sale of 4,253,165 ordinary shares in this offering issuable upon the exercise of warrants at an exercise price of $4.74 per share, our as adjusted net tangible book value as of June 30, 2019 would have been approximately $51.9 million, or $0.78 per ordinary share. This amount represents an immediate increase in the net tangible book value of $0.27 per ordinary share to our existing shareholders and an immediate and substantial dilution in net tangible book value of $3.96 per ordinary share to holders purchasing ordinary shares by exercising warrants in this offering. The following table illustrates this per share dilution:
 
Exercise price per share
        
$
4.74
  
Net tangible book value per share as of June 30, 2019
  
$
0.51
          
Increase in net tangible book value per share attributable to the offering
  
$
0.27
          
As adjusted net tangible book value per share after this offering
          
$
0.78
  
Net dilution per share to new investors in this offering
          
$
3.96
  
 
The information above is based on 61,955,992 ordinary shares outstanding as of June 30, 2019, and does not include the following as of June 30, 2019:


 •
747,249 ordinary shares issuable upon the exercise of outstanding options to purchase ordinary shares granted under our 2000 Option Plan, having a weighted average exercise price of $3.86 per share;


•
7,591,122 ordinary shares issuable upon the exercise of outstanding options to purchase ordinary shares granted under our 2010 Share Incentive Plan, having a weighted average exercise price of $4.78 per share; and


•
an aggregate 1,579,188 ordinary shares issuable and reserved for future grants under our 2010 Share Incentive Plan.


•
4,253,165 ordinary shares issuable upon the exercise of warrants issued to certain institutional investors in a registered direct offering completed in June 2018, with an exercise price of $4.74 per share.

To the extent that outstanding options outstanding as of June 30, 2019 have been or may be exercised, investors purchasing our securities in this offering may experience further dilution.
 
SA - 15
 
PLAN OF DISTRIBUTION
 
In accordance with the terms of the warrants to which this prospectus relates, we will issue ordinary shares underlying the warrants to the holders thereof upon due exercise of such warrants. No underwriter or other person has been engaged by us to facilitate the sale of our ordinary shares we are offering in this offering. We will receive all of the proceeds from any cash exercise of the warrants. All costs associated with this registration were borne by us.

Each warrant has an exercise price of $4.74 per share, is exercisable in full and will expire on the fifth anniversary the original issuance date of June 19, 2018. The exercise price is subject to appropriate adjustment in the event of certain share splits, dividends, recapitalizations or similar events affecting our ordinary shares.

The warrants are exercisable, at the option of each holder, in whole or in part, by delivering to us a written notice and, within one trading day of delivering such notice, payment shall be made in full for the number of ordinary shares purchased upon such exercise. If there is no effective registration statement registering the issuance and sale of the ordinary shares underlying the warrants, the holder may exercise the warrant through a cashless exercise, in which case the holder would receive upon such exercise the net number of ordinary shares determined according to the formula set forth in the warrant.

Holders shall not have the right to exercise the warrant, to the extent that after giving effect to such exercise, such holder, together with such holder’s affiliates and any other persons acting as a group together with the holder or any of the holder’s affiliates, would beneficially own in excess of 4.99% of the ordinary shares outstanding immediately after giving effect to such exercise which limitation may be increased to 9.99% by the holder.

No fractional ordinary shares will be issued upon exercise of the warrants. If there is a fractional share issuable upon exercise, we will, at our election, either pay a cash adjustment or it will be rounded up to the nearest whole share.

SA - 16
 
LEGAL MATTERS
 
Certain matters of Israeli law with respect to the legality of the issuance of the ordinary shares offered by this prospectus will be passed upon for us by Shibolet & Co, Tel Aviv, Israel. Certain matters of U.S. law will be passed upon for us by Cooley LLP, New York, New York.
 
EXPERTS
 
The consolidated financial statements of Compugen Ltd. appearing in the Annual Report on Form 20-F for the year ended December 31, 2018 and the effectiveness of Compugen Ltd. internal control over financial reporting as of December 31, 2018, as filed with the SEC on March 21, 2019, have been audited by Kost Forer Gabbay & Kasierer (a Member of Ernst & Young Global), independent registered public accounting firm, as set forth in their report thereon, included therein, and incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such reports pertaining to such consolidated financial statements and the effectiveness of Compugen Ltd. internal control over financial reporting as of the respective dates, given on the authority of such firm as experts in accounting and auditing. The address of Kost Forer Gabbay & Kasierer is 144 Menachem Begin Road, Building A, Tel-Aviv, Israel 6492102.
 
EXPENSES
 
The following are the estimated expenses related to the filing of the registration statement of which this prospectus forms a part, all of which will be paid by us. In addition, we anticipate incurring additional expenses in the future in connection with the offering of our securities pursuant to this prospectus. Any such additional expenses will be disclosed in a prospectus supplement.
 
Transfer agent’s fees*
    
1,000
  
Printing and engraving expenses*
    
1,000
  
Legal fees and expenses* 
    
15,000
  
Accounting fees and expenses* 
    
7,000
  
Miscellaneous* 
    
1,000
  
Total* 
  
$
25,000
  
__________
*Estimated

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
 
The SEC allows us to “incorporate by reference” the information we file with it, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus and information we file later with the SEC will automatically update and supersede this information. The documents we are incorporating by reference as of their respective dates of filing are:


 •
Annual Report on Form 20-F for the year ended December 31, 2018, filed on March 21, 2019 (File No. 000-30902);
 

 •
Reports on Form 6-K filed on February 26, 2019, May 20, 2019, July 2, 2019 and August 5, 2019 (File Nos. 000-30902); and
 

 •
the description of our ordinary shares contained in our Form 8-A filed on August 2, 2000 (File No. 000-30902), as updated and amended by the disclosure contained under “Description of Ordinary Shares” in this registration statement on Form F-3.
 
SA - 17
All subsequent annual reports on Form 20-F, Form 40-F or Form 10-K filed by us, all subsequent reports on Forms 10-Q and 8-K filed by us, and all subsequent reports on Form 6-K filed by us that are identified by us as being incorporated by reference shall be deemed to be incorporated by reference into this prospectus and deemed to be a part hereof after the date of this prospectus but before the termination of the offering by this prospectus.

Any statement contained in a document incorporated by reference herein shall be deemed to be modified or superseded for all purposes to the extent that a statement contained in this prospectus, or in any other subsequently filed document which is also incorporated or deemed to be incorporated by reference, modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus.
 
You may request, orally or in writing, a copy of these documents, which will be provided to you at no cost, by contacting:
 
Ari Krashin
Chief Financial Officer
Compugen Ltd.
26 Harokmim Street
Holon 5885849, Israel
Phone: +972-3-765-8585
Fax: +972-3-765-8555
 
SA - 18
 
WHERE YOU CAN FIND ADDITIONAL INFORMATION
 
This prospectus is part of a registration statement on Form F-3 that we filed with the SEC relating to the securities offered by this prospectus, which includes additional information. You should refer to the registration statement and its exhibits for additional information. Whenever we make reference in this prospectus to any of our contracts, agreements or other documents, the references are not necessarily complete and you should refer to the exhibits attached to the registration statement for copies of the actual contract, agreements or other document.
 
We are subject to the informational requirements of the Exchange Act applicable to foreign private issuers. We, as a “foreign private issuer,” are exempt from the rules under the Exchange Act prescribing certain disclosure and procedural requirements for proxy solicitations, and our office holders, directors and principal shareholders are exempt from the reporting and “short-swing” profit recovery provisions contained in Section 16 of the Exchange Act, with respect to their purchases and sales of shares. In addition, we are not required to file annual, quarterly and current reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act. So long as we are a foreign private issuer, we anticipate filing with the SEC, within three months after the end of each fiscal year, an Annual Report on Form 20-F containing financial statements audited by an independent accounting firm. We also furnish or file with the SEC Reports of Foreign Private Issuer on Form 6-K and other information with the SEC as required by the Exchange Act. You can review our SEC filings and the registration statement by accessing the SEC’s internet site at http://www.sec.gov.
 
We also maintain a website at www.cgen.com, through which you can access certain SEC filings. The information set forth on our website is not part of this prospectus.
 
ENFORCEABILITY OF CIVIL LIABILITIES
 
We are incorporated under the laws of the State of Israel. Service of process upon us and upon our directors and office holders, almost all of whom reside outside the United States, may be difficult to obtain within the United States. Furthermore, because the majority of our assets and investments, and almost all of our directors and office holders are located outside the United States, any judgment obtained in the United States against us or any of them may not be collectible within the United States.
 
Additionally, it may be difficult to assert U.S. securities law claims in original actions instituted in Israel. Israeli courts may refuse to hear a claim based on an alleged violation of U.S. securities laws because Israel is not the most appropriate forum to bring such a claim. In addition, even if an Israeli court agrees to hear such a claim, it may determine that Israeli law and not U.S. law is applicable to the claim. If U.S. law is found to be applicable, the content of applicable U.S. law must be proved as a fact which can be a time-consuming and costly process. Certain matters of procedure will also be governed by Israeli law. There is little binding case law in Israel that addresses the matters described above.
 
Subject to specified time limitations and legal procedures, Israeli courts may enforce a United States judgment in a civil matter which, subject to certain exceptions, is non-appealable, including judgments based upon the civil liability provisions of the Securities Act and the Exchange Act and including a monetary or compensatory judgment in a non-civil matter, provided that among other things:
 

 •
the judgments are obtained after due process before a court of competent jurisdiction, according to the laws of the state in which the judgment is given and the rules of private international law currently prevailing in Israel;
 

 •
the prevailing law of the foreign state in which the judgments were rendered allows for the enforcement of judgments of Israeli courts;
 

 •
adequate service of process has been effected and the defendant has had a reasonable opportunity to be heard and to present his or her evidence;
 

 •
the judgments are not contrary to public policy of Israel, and the enforcement of the civil liabilities set forth in the judgment is not likely to impair the security or sovereignty of Israel;
 

 •
the judgments were not obtained by fraud and do not conflict with any other valid judgments in the same matter between the same parties;

SA - 19

 •
an action between the same parties in the same matter is not pending in any Israeli court at the time the lawsuit is instituted in the foreign court;
 

 •
the judgment is not subject to any further appeal procedures; and
 

 •
the judgment is enforceable according to the laws of Israel and according to the law of the foreign state in which the relief was granted.
 
Generally, an Israeli court will not enforce a foreign judgment if the motion for enforcement was filed more than five years after the date of its award in the United States, unless Israel and the United States have agreed otherwise on a different period, or if an Israeli court finds exceptional reasons justifying the delay.
 
If a foreign judgment is enforced by an Israeli court, it generally will be payable in Israeli currency, which can then be converted into non-Israeli currency and transferred out of Israel. The usual practice in an action before an Israeli court to recover an amount in a non-Israeli currency is for the Israeli court to issue a judgment for the equivalent amount in Israeli currency at the rate of exchange in force on the date of the judgment, but the judgment debtor may make payment in foreign currency. Pending collection, the amount of the judgment of an Israeli court stated in Israeli currency ordinarily will be linked to the Israeli consumer price index plus interest at the annual statutory rate set by Israeli regulations prevailing at the time. Judgment creditors must bear the risk of unfavorable exchange rates.

INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
 
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, office holders and controlling persons, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

SA - 20


 


4,253,165 Ordinary Shares Issuable Upon
Exercise of Outstanding Warrants
          


PROSPECTUS
         


, 2019


PART II

INFORMATION NOT REQUIRED IN PROSPECTUS
 
Item 8. Indemnification of Directors and Office Holders
 
An Israeli company may indemnify an office holder in respect of certain liabilities either in advance of an event or following an event provided that a provision authorizing such indemnification is included in its articles of association. Our Articles of Association contain such a provision. An undertaking provided in advance by an Israeli company to indemnify an office holder with respect to a financial liability imposed on him or her in favor of another person pursuant to a judgment, settlement or arbitrator’s award approved by a court must be limited to events which in the opinion of the Board of Directors can be foreseen based on the company’s activities when the undertaking to indemnify is given, and to an amount or a criteria determined by the Board of Directors as reasonable under the circumstances, and such undertaking must detail the abovementioned events and amount or criteria.
 
In addition, a company may undertake in advance to indemnify an office holder against the following liabilities incurred for acts performed as an office holder:
 
 
•
reasonable litigation expenses, including attorneys’ fees, incurred by the office holder as a result of an investigation or proceeding instituted against him or her by an authority authorized to conduct such investigation or proceeding, provided that (i) no indictment was filed against such office holder as a result of such investigation or proceeding; and (ii) no financial liability, such as a criminal penalty, was imposed upon him or her as a substitute for the criminal proceeding as a result of such investigation or proceeding or, if such financial liability was imposed, it was imposed with respect to an offense that does not require proof of criminal intent; and
 
 
•
reasonable litigation expenses, including attorneys’ fees, incurred by the office holder or imposed by a court in proceedings instituted against him or her by the company, on its behalf or by a third party or in connection with criminal proceedings in which the office holder was acquitted or as a result of a conviction for a crime that does not require proof of criminal intent.
 
An Israeli company may insure a director or office holder against the following liabilities incurred by such director or office holder for acts performed as a director or office holder, provided that a provision authorizing such indemnification is included in its articles of association. Our Articles of Association contain such a provision:
 

 •
a breach of the duty of care to the company or to any other person;
 

 •
a breach of the duty of loyalty to the company, provided the director or office holder acted in good faith and had a reasonable basis to assume that such act would not prejudice the interests of the company; and
 

 •
monetary liabilities imposed on the office holder for the benefit of a third party.
 
An Israeli company may not indemnify or insure an office holder against any of the following:
 

 •
a breach of duty of loyalty, except to the extent that the office holder acted in good faith and had a reasonable basis to believe that such act would not prejudice the interests of the company;
 

 •
a breach of duty of care committed intentionally or recklessly, excluding a breach arising solely out of the negligent conduct of the office holder;
 
 
•
an act or omission committed with intent to derive illegal personal benefit;
 

 •
a fine, civil fine or tax forfeit levied against the office holder; or
 

 •
liabilities incurred by the office holder under an administrative proceeding initiated by the ISA under Chapters VIII-3, VIII-4 or IX-1 of the Israeli Securities Law (excluding indemnification or insurance for payment imposed on the office holder in favor of an injured party under such administrative procedure or expenses that the office holder incurred in connection with such administrative procedure).

II - 1
 
The Companies Law adds that in the event that any of the clauses detailed are included in a company’s articles of association, such inclusion contradicts the provisions of the Companies Law regarding indemnification or exculpation of, or insurance for liabilities for office holders, that the clauses are void, that the office holders may not accept any undertaking by the company relating to such indemnification, exculpation or insurance and that acceptance of such undertaking shall constitute a breach of the office holder’s fiduciary duties.

Under the Israeli Companies Law, indemnification and insurance of office holders must be approved by our compensation committee and our Board of Directors and, in respect of our directors and/or our chief executive officer, by our shareholders. Our directors and office holders are currently covered by a directors' and office holders’ liability insurance policy with respect to specified claims. In addition, we have entered into indemnification agreements with each of our directors and office holders and the directors and office holders of our subsidiaries providing them with indemnification for liabilities or expenses incurred as a result of acts performed by them in their capacity as our, or our subsidiaries’ directors and office holders. This indemnification is limited both in terms of amount and coverage. In the opinion of the SEC, however, indemnification of directors and office holders for liabilities arising under the Securities Act is against public policy and therefore unenforceable.
 
Item 9. Exhibits
 
Exhibit
Number
 
Description of Document
1.1
 
Form of Underwriting Agreement (to be filed, if applicable, as an exhibit to a post-effective amendment to this registration statement or as an exhibit to a report filed under the Securities Exchange Act of 1934, as amended, and incorporated herein by reference).
 
 
 
4.1
 
Specimen Certificate for Ordinary Shares (incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form F-1/A filed with the SEC on August 2, 2000 (File. No 333-12316).
 
 
 

 
 
 

 
 
 
4.4
 
Form of Senior Note (to be filed, if applicable, as an exhibit to a post-effective amendment to this registration statement or as an exhibit to a report filed under the Securities Exchange Act of 1934, as amended, and incorporated herein by reference).
 
 
 
4.5
 
Form of Subordinated Note (to be filed, if applicable, as an exhibit to a post-effective amendment to this registration statement or as an exhibit to a report filed under the Securities Exchange Act of 1934, as amended, and incorporated herein by reference).
 
 
 

     
4.7
 
Form of Warrant (to be filed, if applicable, as an exhibit to a post-effective amendment to this registration statement or as an exhibit to a report filed under the Securities Exchange Act of 1934, as amended, and incorporated herein by reference).
 
 
 
4.8
 
Form of Unit Agreement (to be filed, if applicable, as an exhibit to a post-effective amendment to this registration statement or as an exhibit to a report filed under the Securities Exchange Act of 1934, as amended, and incorporated herein by reference).
 
 
 

 
 
 

 
 

     

 
 
 
25.1
 
The Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939 of the Trustee under the Senior Indenture (to be filed, if applicable, as an exhibit to a post-effective amendment to this registration statement or as an exhibit to a report filed under the Securities Exchange Act of 1934, as amended, and incorporated herein by reference, in accordance with Section 305(b)(2) of the Trust Indenture Act of 1939).
 
 
 
25.2
 
The Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939 of the Trustee under the Subordinated Indenture (to be filed, if applicable, as an exhibit to a post-effective amendment to this registration statement or as an exhibit to a report filed under the Securities Exchange Act of 1934, as amended, and incorporated herein by reference, in accordance with Section 305(b)(2) of the Trust Indenture Act of 1939).
_____________
* Filed herewith. 
 
II - 2
Item 10. Undertakings
 
(a) The undersigned Registrant hereby undertakes:
 
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
 
(i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;
 
(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;
 
(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
 
Provided however, That: Paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.
 
(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
 
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
 
(4) To file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A. of Form 20-F at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Act need not be furnished, provided, that the registrant includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph (a)(4) and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements. Notwithstanding the foregoing, with respect to registration statements on Form F-3, a post-effective amendment need not be filed to include financial statements and information required by Section 10(a)(3) of the Act or Rule 3-19 of this chapter if such financial statements and information are contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Form F-3.
 
II - 3
(5) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
 
(i) If the registrant is relying on Rule 430B:
 
(A) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and
 
(B) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or
 
(ii) If the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
 
(6) That, for the purpose of determining liability of a registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned Registrant undertakes that in a primary offering of securities of the undersigned Registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
 
(i) Any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424;
 
(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by the undersigned Registrant;
 
(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant; and
 
(iv) Any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser.
 
II - 4
(b) That, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s Annual Report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
 
(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, office holders and controlling persons of the Registrant, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, office holder or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, office holder or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
 
(d) To file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act of 1939, or the Act, in accordance with the rules and regulations prescribed by the Commission under Section 305(b)(2) of the Act.
 
II - 5
 
SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunder duly authorized, in the City of Holon, State of Israel, on August 5, 2019.
 
 
COMPUGEN LTD.
 
 
By:
 /s/ Anat Cohen-Dayag, Ph.D.
 
 
 
Name:
Anat Cohen-Dayag, Ph.D.
 
 
 
Title:
President and Chief Executive Officer
 
 
POWER OF ATTORNEY
 
That the undersigned officers and directors of Compugen Ltd., an Israeli corporation, do hereby constitute and appoint Anat Cohen-Dayag, Ph.D., President and Chief Executive Officer, and Ari Krashin, Chief Financial Officer, and each of them individually, with full powers of substitution and resubstitution, the lawful attorneys-in-fact and agents with full power and authority to do any and all acts and things and to execute any and all instruments which said attorneys and agents, determine may be necessary or advisable or required to enable said corporation to comply with the Securities Act of 1933, as amended, and any rules or regulations or requirements of the Securities and Exchange Commission in connection with this Registration Statement. Without limiting the generality of the foregoing power and authority, the powers granted include the power and authority to sign the names of the undersigned officers and directors in the capacities indicated below to this Registration Statement, to any and all amendments, both pre-effective and post-effective, and supplements to this Registration Statement, and to any and all instruments or documents filed as part of or in conjunction with this Registration Statement or amendments or supplements thereof, and each of the undersigned hereby ratifies and confirms that said attorneys and agents, shall do or cause to be done by virtue hereof. This Power of Attorney may be signed in several counterparts.
 
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by each of the following persons in the capacities and on the dates indicated:
 
Signature
 
Title(s)
 
Date
 
 
 
 
 
/s/ Anat Cohen-Dayag, Ph.D.
 
President, Chief Executive Officer and Director
(principal executive officer)
 
August 5, 2019
Anat Cohen-Dayag, Ph.D.
 
 
 
 
 
 
 
 
/s/ Ari Krashin
Chief Financial and Operating Officer
(principal financial and accounting officer)
 
August 5, 2019
Ari Krashin
 
 
 
 
 
 
 
 
/s/ Paul Sekhri
 
Chairman of the Board
 
August 5, 2019
Paul Sekhri
 
 
 
 
 
/s/ Prof. Yair Aharonowitz
 
Director
 
August 5, 2019
Prof. Yair Aharonowitz
 
 
 
 
 
 
 
 
 
/s/ Jean-Pierre Bizzari, M.D.
 
Director
 
August 5, 2019
Jean-Pierre Bizzari, M.D.
 
 
 
 
 
 
 
 
 
/s/ Gilead Halevy
 
Director
 
August 5, 2019
Gilead Halevy
 
 
 
 
 
/s/ Kinneret Livnat Savitzky, Ph.D.
 
Director
 
August 5, 2019
Kinneret Livnat Savitzky, Ph.D.
 
 
 
 
 
 
 
 
 
/s/ Arie Ovadia, Ph.D.
 
Director
 
August 5, 2019
Arie Ovadia, Ph.D.
 
 
 
 
 
 
 
 
 
/s/ Sanford Zweifach
 
Director
 
August 5, 2019
Sanford Zweifach
 
 
 
 
         
/s/ Eran Perry
  
Director
 
August 5, 2019
Eran Perry
        

II - 6
 
SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
 
Pursuant to the Securities Act of 1933, as amended, the undersigned, Compugen USA, Inc., the duly authorized representative in the United States of Compugen Ltd., has signed this registration statement on August 5, 2019.
 
 
COMPUGEN USA, INC.
 
 
 
 
 
 
By:
/s/ Julie Decker
 
 
Name:
Julie Decker
 
 
Title:
Treasurer and Director of Finance of Compugen USA, Inc.
  

II - 7
 
 EX-5.1 2 exhibit_5-1.htm EXHIBIT 5.1
Exhibit 5.1


August 5, 2019

Compugen Ltd.
Azrieli Center, 26 Harokmim Street, Building D
Holon 5885849
Israel

Ladies and Gentlemen:
 
We have acted as Israeli counsel to Compugen Ltd., a company limited by shares organized under the laws of the state of Israel (the “Company”), in connection with the Registration Statement on Form F-3 (the “Registration Statement”) to be filed by the Company with the Securities and Exchange Commission under the Securities Act of 1933 (the “Act”), as amended, on or about the date hereof.
 
The Registration Statement contains (i) a base prospectus which relates to the proposed offer and sale by the Company from time to time, as set forth in the base prospectus contained in the Registration Statement (the “Base Prospectus”) and as shall be set forth in one or more supplements to the Base Prospectus (each, a “Base Prospectus Supplement”), of an aggregate amount of any or all of the following securities (the “Securities”): (a) ordinary shares, nominal (par) value NIS 0.01 per share, of the Company (the “Ordinary Shares”); (b) debt securities (the “Debt Securities”); (c) rights to purchase any of the Company’s Securities or any combination thereof (the “Rights”);  (d) warrants  to purchase Ordinary Shares (the “Warrants"); and (e) units to purchase Ordinary Shares, Debt Securities, Rights, Warrants or any combination of such Securities (the “Units”); and (ii) a warrant share prospectus covering the offering, issuance and sale by the Company of up to 4,253,165 Ordinary Shares that may be issued and sold upon the exercise of certain outstanding warrants for an aggregate exercise price of up to $20,160,002, as set forth in the warrant share prospectus contained in the Registration Statement (the “Warrant Prospectus”) and as shall be set forth in one or more supplements to the Warrant Prospectus (each, a “Warrant Prospectus Supplement”).
 
All Securities that may be offered, issued and sold by the Company under the Base Prospectus and the Warrant Prospectus have all together an aggregate offering price of up to $200,000,000.
 
The Rights may be issued under a standby underwriting arrangement between the Company and one or more underwriters pursuant to which such underwriters will purchase any offered Securities remaining unsubscribed for after such Rights offering (the “Rights Agreement”), and a Rights agent that may act solely as the Company’s agent in connection with the Rights offering may be appointed (the “Rights Agent”). Any series of Warrants covered by the Base Prospectus may be issued under a separate warrant agreement (the “Warrant Agreement”) which may be entered into between the Company and a warrant agent (the “Warrant Agent”). The Debt Securities will be issued under a senior or subordinated indenture that the Company will enter into with a trustee to be named in the senior or subordinated indenture, as applicable (the “Trustee”) (the “Indenture”). The Units may be issued under a unit agreement (the “Unit Agreement”) between the Company and a unit agent (the “Unit Agent”).
 
This opinion is being furnished in accordance with the requirements of Item 601(b)(5)(i) of Regulation S-K.
 
In our capacity as your Israeli counsel in connection with your preparation and filing of the Registration Statement, we have examined and relied without investigation as to matters of fact upon the Registration Statement and the exhibits thereto, and upon such certificates, statements and results of inquiries of public officials and office holders and representatives of the Company and originals or copies, certified or otherwise identified to our satisfaction, of such other documents, corporate records, certificates and instruments as we have deemed necessary or appropriate to enable us to render the opinions expressed herein. We have assumed the genuineness of all signatures on all documents examined by us, the legal competence and capacity of all natural persons, the correctness and completeness of certificates of public officials and the representations set forth therein, the authenticity of all documents submitted to us as originals and the conformity to authentic original documents of all documents submitted to us as copies. As to any facts material to the opinions expressed herein which were not independently established or verified, we have relied upon oral or written statements and representations of officers and other representatives of the Company.
 
 
We have further assumed that: (i) at the time of execution, issuance and delivery of any Rights, the related Rights Agreement will have been duly authorized, executed and delivered by the parties thereto and will be the valid and legally binding obligation of the Rights Agent, enforceable against such party in accordance with its terms; (ii) at the time of execution, issuance and delivery of any Warrants covered by the Base Prospectus, the related Warrant Agreement will have been duly authorized, executed and delivered by the Company and the Warrant Agent and will be the valid and legally binding obligation of the Warrant Agent, enforceable against such party in accordance with its terms; (iii) at the time of execution, authentication, issuance and delivery of any Debt Securities, the related Indenture will have been duly authorized, executed and delivered by the Company and the Trustee; (iv) at the time of execution, issuance and delivery of the Units, the Unit Agreement will have been duly authorized, executed and delivered by the Company and the Unit Agent and will be the valid and legally binding obligation of the Unit Agent, enforceable against such party in accordance with its terms; (v) at the time of issuance and delivery of any Ordinary Shares upon exercise of the warrants covered by the Warrant Prospectus, the warrants will be in full force and effect and the holders thereof shall have the legal right to exercise them pursuant to their terms; and (vi) at the time of the issuance and sale of any of the Securities, the terms of such Securities, and their issuance and sale, will have been established so as not to violate any applicable law or result in a default under or breach of any agreement or instrument binding upon the Company and so as to comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Company.
 
For the purpose of the opinions expressed below, we have assumed further that after the issuance of the Ordinary Shares pursuant to the Registration Statement, the total number of issued Ordinary Shares, together with the total number of Ordinary Shares reserved for issuance upon the exercise, exchange or conversion, as the case may be, of any exercisable, exchangeable or convertible security then outstanding, will not exceed the authorized share capital under the Company's Articles of Association.
 
Based upon the foregoing, in reliance thereon and subject to the assumptions, comments, qualifications, limitations and exceptions stated herein and the effectiveness of the Registration Statement under the Act, we are of the opinion that:
 
1.          With respect to the Ordinary Shares, assuming the taking of all necessary corporate action to authorize and approve the issuance of any Ordinary Shares, the terms of the offering thereof and related matters, upon payment of the consideration therefore provided for in the applicable definitive purchase, underwriting or similar agreement approved by the board of directors and otherwise in accordance with the provisions of the applicable convertible Securities, if any, such Ordinary Shares will be validly issued, fully paid and non-assessable.
 
2.          With respect to the Debt Securities, assuming the: (a) taking of all necessary corporate action to authorize and  approve the issuance and terms of any Debt Securities, the terms of the offering thereof and related matters; and (b) due execution, authentication, issuance and delivery of such Debt Securities in accordance with the Indenture upon payment of the consideration therefore provided for in the applicable definitive purchase, underwriting or similar agreement approved by the board of directors and otherwise in accordance with the provisions of the Indenture, such Debt Securities will constitute valid and legally binding obligations of the Company, enforceable against the Company in accordance with their terms.
 
3.          With respect to the Rights, assuming the: (a) taking of all necessary corporate action to authorize and approve the issuance and terms of any Rights, the terms of the offering thereof and related matters; and (b) due authorization, execution, issuance and delivery, in accordance with the terms of the applicable underwriting or other agreement, the Rights will constitute valid and legally binding obligations of the Company, enforceable against the Company in accordance with their terms.
 
 
4.          With respect to the Warrants, assuming the: (a) taking of all necessary corporate action to authorize and approve the issuance and terms of any Warrants, the terms of the offering thereof and related matters; and (b) due execution, authentication, issuance and delivery of such Warrants upon payment of the consideration therefore provided for in the applicable definitive purchase, underwriting or similar agreement approved by the board of directors and otherwise in accordance with the provisions of the applicable Warrant Agreement, such Warrants will constitute valid and legally binding obligations of the Company.
 
5.          With respect to the Units, assuming the: (a) taking of all necessary corporate action to authorize and approve the issuance and the terms of the Units, the related Unit Agreement and any Securities which are components of the Units, the terms of the offering thereof and related matters; and (b) due execution, countersignature (where applicable), authentication, issuance and delivery of the Units and the Securities that are components of such Units in each case upon the payment of the consideration therefore provided for in the applicable definitive purchase, underwriting or similar agreement approved by the board of directors, and otherwise in accordance with the provisions of the applicable: (i) Indenture, in the case of Debt Securities; (ii) Rights Agreement, in the case of Rights; and (iii) Warrant Agreement, in the case of Warrants, such Units will be validly issued and will entitle the holders thereof to the rights specified in the Unit Agreements.
 
In addition to the assumptions, comments, qualifications, limitations and exceptions set forth above, the opinions set forth herein are further limited by, subject to and based upon the following assumptions, comments, qualifications, limitations and exceptions:
 
1.          We are opining herein as to the effect on the subject transaction only of the internal laws of the State of Israel, and we express no opinion with respect to the applicability thereto, or the effect thereon, of the laws of any other jurisdiction. In rendering our opinions, we have not considered, and hereby disclaim any opinion as to, the application or impact of any laws, cases, decisions, rules or regulations of any other jurisdiction, court or administrative agency. This opinion is expressly limited to the matters set forth above, and we render no opinion, whether by implication or otherwise, as to any other matters.
 
2.          Our opinions herein are subject to and may be limited by: (i) applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other similar laws affecting or relating to the rights and remedies of creditors generally including, without limitation, laws relative to fraudulent conveyances, preference and equitable subordination; (ii) general principles of equity (regardless of whether considered in a proceeding in equity or at law); and (iii) principles of good faith and fair dealing.
 
3.          Our opinions are further subject to the effect of generally applicable rules of law arising from statutes, judicial and administrative decisions, and the rules and regulations of governmental authorities that: (i) limit or affect the enforcement of provisions of a contract that purport to require waiver of the obligations of good faith, fair dealing, diligence and reasonableness; (ii) limit the availability of a remedy under certain circumstances where another remedy has been elected; (iii) limit the enforceability of provisions releasing, exculpating or exempting a party from, or requiring indemnification of a party for, liability for its own action or inaction, to the extent the action or inaction involves negligence, recklessness, willful misconduct or unlawful conduct; (iv) may, where less than all of the contract may be unenforceable, limit the enforceability of the balance of the contract to circumstances in which the unenforceable portion is not an essential part of the agreed exchange; and (v) govern and afford judicial discretion regarding the determination of damages and entitlement to attorneys’ fees.
 
4.          You have informed us that you intend to issue the Securities from time to time on a delayed or continuous basis, and this opinion is limited to the laws, including the rules and regulations, as in effect on the date hereof. We understand that prior to issuing any Securities you will afford us an opportunity to review the operative documents pursuant to which such Securities are to be issued (including the applicable Base Prospectus Supplement and Warrant Prospectus Supplement) and any required governmental approvals with respect thereto, and will file such supplement or amendment to this opinion (if any) as we may reasonably consider necessary or appropriate by reason of the terms of such Securities.
 
 
5.          We consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement and to the use of our name under the caption “Legal Matters” in the Prospectus. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations promulgated there under.
 
6.          This opinion letter is rendered as of the date first written above and we disclaim any obligation to advise you of facts, circumstances, events or developments, including, without limitation, in the law, which hereafter may be brought to our attention and which may alter, affect or modify the opinion expressed herein.  Our opinion is expressly limited to the matters set forth above and we render no opinion, whether by implication or otherwise, as to any other matters relating to the Company or the Securities, except as set forth above.
 
 
Very truly yours,
   
 
/s/ Shibolet & Co.
 
Shibolet & Co.


EX-23.1 3 exhibit_23-1.htm EXHIBIT 23.1


Exhibit 23.1

Consent of Independent Registered Public Accounting Firm
 
We consent to the reference to our firm under the caption "Experts"  in the Registration Statements on Form F-3 and related Prospectus of Compugen Ltd. for the registration of its securities and to the incorporation by reference therein of our report dated March 21, 2019, with respect to the consolidated financial statements of Compugen Ltd. and the effectiveness of Compugen Ltd.’s internal control over financial reporting, included in its Annual Report (Form 20-F) for the year ended December 31, 2018, filed with the Securities and Exchange Commission.
 
August 5, 2019
/S/ KOST FORER GABBAY & KASIERER
   
Tel-Aviv, Israel
A Member of Ernst & Young Global


GRAPHIC 4 image0.jpg begin 644 image0.jpg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end GRAPHIC 5 image00003.jpg begin 644 image00003.jpg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end