Form 6-K COMPUGEN LTD For: Oct 29
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of October 2014
Commission File Number 000-30902
COMPUGEN LTD.
(Translation of registrants name into English)
| � |
|
72 Pinchas Rosen Street
|
|
Tel-Aviv 6951294, Israel
|
|
(Address of Principal Executive Offices)�
|
�
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-For Form 40-F:
�
Form 20-F �����Form 40-F�o
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):����o
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):����o
�
�
�
�
Compugen Ltd.
On October 29, 2014, Compugen Ltd. (the Company ) issued a press release reporting financial results for the third quarter ending September 30, 2014.
A copy of the press release is filed as Exhibit 99.1 to this Form 6-K and incorporated by reference herein.
�
The information contained in this Report is hereby incorporated by reference into the Companys Registration Statements on Form F-3, File Nos. 333-185910 and 333-198368.
�
Exhibits
�
|
Exhibit
|
� | � |
|
Number
|
Description of Exhibit
|
� |
|
99.1
|
Press Release, dated October 29, 2014.
|
� |
|
99.2
|
Non-Binding Translation of the consolidated version of the Companys Memorandum of Association incorporating all previous amendments.
|
� |
�
�
�
�
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| � |
COMPUGEN LTD.
|
||
| � | |||
|
Date: October 29, 2014�
|
By:�
|
/s/ Ari Krashin��������������������������������
|
� |
| � | � |
Ari Krashin
CFO
|
� |
�
Exhbit 99.1
�
�
FOR IMMEDIATE RELEASE
Compugen Ltd. Reports Third Quarter 2014 Financial Results
TEL AVIV, ISRAEL October 29, 2014 Compugen Ltd.�(NASDAQ: CGEN) today reported financial results for the third quarter and nine months ending September 30, 2014.
Dr. Anat Cohen-Dayag, Compugens President and CEO, stated, "During 2014 we were pleased to report continuing progress with respect to our early stage B7/CD28-like checkpoint based immuno-oncology programs. These promising results demonstrate potential first-in-class therapeutic opportunities for a number of our candidates in this extremely attractive area of cancer therapy. In addition, these and other reported achievements continue to demonstrate the impressive power and accuracy of our unique predictive discovery capabilities.
Dr. Anat Cohen-Dayag continued, We are also pleased to see the resulting diversity and number of potential commercial opportunities these achievements are providing for evaluation. Furthermore, the concurrent substantial increase in our financial resources has provided us with the financial strength required for their practical consideration.
Revenues for the third quarter of 2014 were $1.7 million, compared with $1.6 million in the third quarter of 2013. Net loss for the third quarter of 2014 was $5.4 million, or $0.11 per diluted share, compared with a net loss of $4.7 million, or $0.12 per diluted share, in the comparable period in 2013.
�
Revenues for the nine-month period ended September 30, 2014 were $5.8 million, compared with $1.8 million in the comparable period of 2013. The increase in revenues is attributable to the milestone payment and the relevant portion of the non-refundable upfront payment relating to the August 2013 collaboration and license agreement with Bayer HealthCare AG. Net loss for the nine-month period in 2014 was $9.6 million, or $0.20 per diluted share, compared with a net loss of $11.2 million or $0.29 per diluted share in the same period of 2013.
�
As of September 30, 2014, cash and cash related accounts totaled $107.4 million, compared with $46.8 million at December 31, 2013. This increase resulted primarily from net proceeds of $67.0 million from the Company's underwritten public offering of ordinary shares completed in March 2014.
�
�
�
�
Conference Call and Webcast Information Conference Call and Webcast Information
Compugen will hold a conference call to discuss its third quarter 2014 results today, October 29, 2014 at 10:00 a.m. ET. To access the conference call, please dial 1-866-229-7198 from the US or +972-3-918-0650 internationally. The call will also be available via live webcast through Compugens website, located at the following�link. A replay of the conference call will be available approximately two hours after the completion of the live conference call. To access the replay, please dial 1-888-326-9310 from the US or +972-3-925-5900 internationally. The replay will be available through October 31, 2014.
�
(Tables to follow)
About Compugen
Compugen is a leading drug discovery company focused on therapeutic proteins and monoclonal antibodies to address important unmet needs in the fields of oncology and immunology.�The Company utilizes a broad and continuously growing integrated infrastructure of proprietary scientific understandings and predictive platforms, algorithms, machine learning systems and other computational biology capabilities for the�in silico�(by computer) prediction and selection of product candidates, which are then advanced in its Pipeline Program. The Company's business model includes collaborations covering the further development and commercialization of product candidates at various stages from its Pipeline Program and various forms of research and discovery agreements, in both cases providing Compugen with potential milestone payments and royalties on product sales or other forms of revenue sharing. Compugens wholly-owned U.S. subsidiary located in South San Francisco is developing oncology and immunology monoclonal antibody therapeutic candidates against its drug targets. For additional information, please visit Compugen's corporate website at www.cgen.com.
Forward-Looking Statement Disclaimer
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.� Forward-looking statements can be identified by the use of terminology such as will, may, expects, anticipates, believes, and intends, and describe opinions about future events and include statements related to the impressive power and accuracy of the Companys unique predictive discovery capabilities; therapeutic opportunities��demonstrated by the progress of the Companys B7/CD28-like checkpoint based immuno-oncology programs and other reported achievements; and the potential commercial opportunities available for consideration by the Company due its scientific achievements and financial strength. These forward-looking statements involve known and unknown risks and uncertainties that may cause the actual results, performance or achievements of Compugen to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Some of these risks are: changes in relationships with collaborators; the inability to reach mutually agreeable terms and conditions with respect to potential new collaborations; the impact of competitive products and technological changes; risks relating to the development of new products; and the ability to implement technological improvements. These and other factors are discussed in the "Risk Factors" section of Compugens most recent Annual Report on Form 20-F as filed with the Securities and Exchange Commission as well as other documents that may be subsequently filed by Compugen from time to time with the Securities and Exchange Commission. In addition, any forward-looking statements represent Compugens views only as of the date of this release and should not be relied upon as representing its views as of any subsequent date. Compugen does not assume any obligation to update any forward-looking statements unless required by law.
�
Company contact:
Tsipi Haitovsky
Global Media Liaison
Compugen Ltd.
Email: [email protected]
Tel: +972-52-598-9892
�
Page 2
�
COMPUGEN LTD
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(U.S. dollars in thousands, except for share and per-share amounts)
�
| � | � |
Three Months Ended
�September 30,
|
� | � |
Nine Months Ended
�September 30,
|
� | ||||||||||
| � | � |
2014
Unaudited
|
� | � |
2013
Unaudited
|
� | � |
2014
Unaudited
|
� | � |
2013
Unaudited
|
� | ||||
| � | � | � | � | � | � | � | � | � | � | � | � | � | ||||
|
Revenues
|
� | � |
1,718
|
� | � | � |
1,590
|
� | � | � |
5,815
|
� | � | � |
1,774
|
� |
|
Cost of revenues
|
� | � |
741
|
� | � |
1,465
|
� | � | � |
2,357
|
� | � |
1,699
|
� | ||
|
Gross profit
|
� | � |
977
|
� | � | � |
125
|
� | � | � |
3,458
|
� | � | � |
75
|
� |
| � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � |
|
Operating expenses
|
� | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � |
|
Research and development expenses, net
|
� | � |
3,910
|
� | � | � |
2,842
|
� | � | � |
10,226
|
� | � | � |
9,018
|
� |
|
Marketing and business development expenses
|
� | � |
156
|
� | � | � |
415
|
� | � | � |
438
|
� | � | � |
767
|
� |
|
General and administrative expenses
|
� | � |
1,504
|
� | � |
1,270
|
� | � | � |
4,016
|
� | � | � |
3,375
|
� | |
|
Total operating expenses *
|
� | � |
5,570
|
� | � | � |
4,527
|
� | � | � |
14,680
|
� | � | � |
13,160
|
� |
| � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � |
|
Operating loss
|
� | � |
(4,593
|
)
|
� | � |
(4,402
|
)
|
� | � |
(11,222
|
)
|
� | � |
(13,085
|
)
|
|
Financing income (loss), net��**
|
� | � |
(802
|
)
|
� | � |
(185
|
)�
|
� | � |
1,670
|
� | � | � |
2,085
|
� |
|
Net loss before taxes
|
� | � |
(5,395
|
)
|
� | � |
(4,587
|
)
|
� | � |
(9,552
|
)
|
� | � |
(11,000
|
)
|
|
Taxes on income
|
� | � |
-
|
� | � | � |
155
|
� | � | � |
60
|
� | � | � |
155
|
� |
|
Net loss
|
� | � |
(5,395
|
)
|
� | � |
(4,742
|
)
|
� | � |
(9,612
|
)
|
� | � |
(11,155
|
)
|
| � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � |
|
Basic and diluted net loss per ordinary share
|
� | � |
(0.11
|
)
|
� | � |
(0.12
|
)
|
� | � |
(0.20
|
)
|
� | � |
(0.29
|
)
|
|
Weighted average number of Ordinary shares used in computing basic and diluted net loss per share
|
� | � |
49,089,165
|
� | � | � |
39,145,119
|
� | � | � |
47,021,655
|
� | � | � |
38,217,843
|
� |
�
|
*�����Includes non-cash stock based compensation.
|
|
**���Includes non-cash income (expenses) related to the Baize research and development funding arrangement.
|
�
Page 3
�
�
�COMPUGEN LTD.
CONDENSED CONSOLIDATED BALANCE SHEETS DATA
(U.S. dollars, in thousands)
�
| � | � |
September 30,
2014
|
� | � |
December 31,
2013
|
� | ||
| � | � |
Unaudited
|
� | � |
Audited
|
� | ||
|
ASSETS
|
� | � | � | � | � | � | ||
|
Current assets
|
� | � | � | � | � | � | ||
|
Cash, cash equivalents and short-term bank deposits
|
� |
$
|
107,383
|
� | � |
$
|
46,766
|
� |
|
Investment in Evogene
|
� | � |
1,453
|
� | � | � |
4,565
|
� |
|
Other accounts receivable and prepaid expenses
|
� | � |
1,272
|
� | � | � |
1,885
|
� |
|
Total current assets
|
� | � |
110,108
|
� | � | � |
53,216
|
� |
| � | � | � | � | � | � | � | � | � |
|
Non-current investments
|
� | � | � | � | � | � | � | � |
|
Severance pay fund
|
� | � |
2,075
|
� | � | � |
2,129
|
� |
|
Total non-current investments
|
� | � |
2,075
|
� | � | � |
2,129
|
� |
| � | � | � | � | � | � | � | � | � |
|
Non-current prepaid expenses
|
� | � |
100
|
� | � | � |
158
|
� |
| � | � | � | � | � | � | � | � | � |
|
Property and equipment, net
|
� | � |
2,349
|
� | � | � |
1,208
|
� |
|
Total assets
|
� |
$
|
114,632
|
� | � |
$
|
56,711
|
� |
| � | � | � | � | � | � | � | � | � |
|
LIABILITIES AND SHAREHOLDERS EQUITY
|
� | � | � | � | � | � | � | � |
|
Current liabilities
|
� | � | � | � | � | � | � | � |
|
Other accounts payable, accrued expenses and trade payables
|
� |
$
|
3,091
|
� | � |
$
|
2,421
|
� |
|
Deferred revenues
|
� | � |
2,018
|
� | � | � |
5,318
|
� |
|
Total current liabilities
|
� | � |
5,109
|
� | � | � |
7,739
|
� |
| � | � | � | � | � | � | � | � | � |
|
Non-current liabilities
|
� | � | � | � | � | � | � | � |
|
Research and development funding arrangement
|
� | � |
526
|
� | � | � |
13,189
|
� |
|
Deferred revenues
|
� | � |
326
|
� | � | � |
1,454
|
� |
|
Accrued severance pay
|
� | � |
2,356
|
� | � | � |
2,441
|
� |
|
Total non-current liabilities
|
� | � |
3,208
|
� | � | � |
17,084
|
� |
| � | � | � | � | � | � | � | � | � |
|
Total shareholders equity
|
� | � |
106,315
|
� | � | � |
31,888
|
� |
|
Total liabilities and shareholders equity
|
� |
$
|
114,632
|
� | � |
$
|
56,711
|
� |
�
Page 4
�
Exhibit 99.2
�
Non-Binding Translation from the Hebrew
�
Exhibit A2
Companies Ordinance
Memorandum of Association
of a
Company Limited by Shares
Compugen Ltd.
***************
|
�
|
1.
|
The name of the Company:
|
�������'� ��"�
COMPUGEN LTD.
|
|
�
|
2.
|
The purpose of the Company��is to engage in any lawful act or activity for which companies may be organized under the Israeli Companies Law, 1999.
|
|
�
|
3.
|
Members Liability:
|
The liability of each of the members is limited.
|
�
|
4.
|
Authorized Share Capital:
|
The share capital of the Company is NIS 1,000,000 (One Million New Israeli Shekels) divided into 100,000,000 (One Hundred Million) Ordinary Shares NIS 0.01 nominal (par) value each.
The rights attached to each class of shares will be determined in the Company's Articles of Association.
|
�
|
5.
|
Changes to the Memorandum
|
The Company may, by a simple majority of the votes cast (abstentions being disregarded), in person, by proxy or by proxy card, or by such other majority as shall be set forth in its Articles of Association from time to time, change its name; change its purposes; increase its registered (authorized) share capital by creation of new shares in such amount and of such nominal (par) values and with such rights, preferences and restrictions as the resolution approving the creation of such shares shall provide; consolidate its share capital (issued or unissued) or any portion thereof and divide it into shares of larger nominal value than the nominal value of its existing shares; subdivide its shares (issued or unissued) or any of them into shares of smaller nominal value; cancel any unissued shares, provided there is no obligation of the Company, including a contingent obligation, to issue them, and reduce in such manner its share capital by the amount of the shares so cancelled; and/or reduce its share capital in any manner subject to any authorization or consent required by law.
|
�
|
6.
|
We the undersigned are desirous of being formed into a Company in pursuant to this Memorandum of Association and we respectively agree to take the number of shares in the capital of the Company set opposite our respective names.
|
�