CGEN Compugen Ltd

UNITED STATES

 

SECURITIES AND EXCHANGE COMMISSION

 

WASHINGTON, D.C. 20549

 

FORM 20-F/A

(Amendment No. 1)

 

 

OR

 

 

For the fiscal year ended December 31, 2019

 

OR

 

 

OR

 

 

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)

___________________________________________________________________

 

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 filer ☐ Accelerated filer ☒ Non-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:

 

 

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.

 

 

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