UNITED STATES
 
SECURITIES AND EXCHANGE COMMISSION
 
WASHINGTON, D.C. 20549
 
FORM 20-F/A
(Amendment No. 1)
 
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
 
OR
 
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the fiscal year ended December 31, 2019
 
OR
 
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
OR
 
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
Date of event requiring this shell company report -----------------------------
 
For the transition period from ____________ to ____________
 
Commission file number: 000-30902
____________________________________________________
 
Compugen Ltd.
(Exact name of Registrant as specified in its charter)
 
____________________________________
 
 (Translation of Registrant’s name into English)
___________________________________________________________________
 
Israel
(Jurisdiction of incorporation or organization)
 
Azrieli Center, 26 Harokmim Street, Building D, Holon 5885849 Israel
(Address of principal executive offices)
________________________________________________
 
Ari Krashin, Chief Financial Officer
Phone: +972-3-765-8585, Fax: +972-3-765-8555
Azrieli Center, 26 Harokmim Street, Building D, Holon 5885849 Israel
 
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
________________________________________________
 
Securities registered or to be registered pursuant to Section 12(b) of the Act.
 
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Ordinary shares, par value NIS 0.01 per share
CGEN
The Nasdaq Stock Market LLC
   (The Nasdaq Global Market)


Securities registered or to be registered pursuant to Section 12(g) of the Act.
 None
 (Title of Class)
 
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.
None
(Title of Class)
 
Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report: 67,922,836 Ordinary Shares
 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
 
Yes         No
 
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Yes         No
 
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days:
 
Yes        ☐  No
 
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
 
Yes         ☐  No
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or an emerging growth company. See definition of “accelerated filer” “large accelerated filer” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filerAccelerated filerNon-accelerated filer  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 13(a) of the Exchange Act □
 
† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
 
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
 
U.S. GAAP ☒
International Financial Reporting Standards as issued
Other ☐
 
by the International Accounting Standards Board ☐
 
 
Other ☐
 
If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.
 
Item 17 ☐          Item 18 ☐
 
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
 
☐ Yes          ☒ No
 


EXPLANATORY NOTE
 
This amendment No.1 (the “Amendment No. 1”) to the annual report on Form 20-F of Compugen Ltd. for the fiscal year ended December 31, 2019, which was originally filed with the Securities and Exchange Commission on February 24, 2020 (the “2019 Annual Report”), is being filed solely for purposes of filing the “Description of Securities” exhibit as Exhibit 2.1 in accordance with Form 20-F.  Exhibit 2.1 was not previously filed.
 
This Amendment No. 1 speaks as of the filing date of the 2019 Annual Report on February 24, 2020. Other than as expressly set forth above, this Amendment No. 1 does not, and does not purport to, amend, update or restate the information in any other item of the 2019 Annual Report, or reflect any event that has occurred after the 2019 Annual Report was originally filed.
 
ITEM 19. EXHIBITS
 
Index to Exhibits
 
Exhibit Number
Description
   
 

SIGNATURES
 
The registrant hereby certifies that it meets all of the requirements for filing this Amendment No. 1 and that it has duly caused and authorized the undersigned to sign this Amendment No. 1 on its behalf.
 
  COMPUGEN LTD.  
       

By:
/s/ Dr. Anat Cohen-Dayag  
    Name: Dr. Anat Cohen-Dayag  
    Title: President and Chief Executive Officer, Director  
    Date: February 27, 2020