CGEN / Compugen Ltd. - Pemfailan SEC, Laporan Tahunan, Penyata Proksi

PROXY STATEMENT COMPUGEN LTD. 26 Harokmim Street, Bldg. D Holon, Israel 2025 Annual General Meeting of Shareholders To be Held on Tuesday, September 16, 2025

Exhibit 99.1 August 6, 2025 Dear Shareholder, You are cordially invited to attend, and notice is hereby given of, the 2025 Annual General Meeting of Shareholders of Compugen Ltd. (the “Company”) to be held at the Company’s offices at 26 Harokmim Street, Bldg. D, Holon, Israel, on Tuesday, September 16, 2025, at 6:00 PM (Israel time) (the “Meeting”) for the following purposes: 1. To elect seven (7)

COMPUGEN LTD. AND ITS SUBSIDIARY INTERIM CONSOLIDATED FINANCIAL STATEMENTS AS OF JUNE 30, 2025 U.S. DOLLARS IN THOUSANDS

Exhibit 99.2 COMPUGEN LTD. AND ITS SUBSIDIARY INTERIM CONSOLIDATED FINANCIAL STATEMENTS AS OF JUNE 30, 2025 U.S. DOLLARS IN THOUSANDS UNAUDITED INDEX Page Interim Consolidated Balance Sheets F-2 – F-3 Interim Consolidated Statements of Comprehensive Loss F-4 Interim Consolidated Statements of Changes in Shareholders' Equity F-5 Interim Consolidated Statements of Cash Flows F-6 Notes to Interim Con

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 August 2025 Commission File Number 000-3090

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 August 2025 Commission File Number 000-30902 COMPUGEN LTD. (Translation of registrant’s name into English) 26 Harokmim Street Holon 5885849, Israel (Address of Principal Executive Offices) Indi

MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION

. Exhibit 99.3 MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION RESULTS OF OPERATIONS Six months ended June 30, 2025 and 2024 Revenues. Revenues for the first six months of 2025 were approximately $3.5 million, compared with $9.3 million in the comparable period of 2024. The revenues for the first six months of 2025 include a portion of the upfront payment and

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 August 2025 Commission File Number 000-3090

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 August 2025 Commission File Number 000-30902 COMPUGEN LTD. (Translation of registrant’s name into English) 26 Harokmim Street Holon 5885849, Israel (Address of Principal Executive Offices) Indi

Compugen Reports Second Quarter 2025 Results

Exhibit 99.1 FOR IMMEDIATE RELEASE Compugen Reports Second Quarter 2025 Results • First patient dosed in MAIA-ovarian platform trial of COM701 maintenance therapy in patients with platinum sensitive ovarian cancer in July 2025 • Pooled analysis from three previously reported Phase 1 trials of COM701 in platinum resistant ovarian cancer to be presented at ESMO 2025 • Recruitment ongoing in Phase 1

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 July 2025 Commission File Number 000-30902

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 July 2025 Commission File Number 000-30902 COMPUGEN LTD. (Translation of registrant’s name into English) 26 Harokmim Street Holon 5885849, Israel (Address of Principal Executive Offices) Indica

Compugen Announces First Patient Dosed in COM701 Global Platform Trial in Platinum Sensitive Ovarian Cancer

Exhibit 99.1 FOR IMMEDIATE RELEASE Compugen Announces First Patient Dosed in COM701 Global Platform Trial in Platinum Sensitive Ovarian Cancer • Randomized sub-trial 1 of a global adaptive platform trial of COM701 maintenance therapy in patients with relapsed platinum sensitive ovarian cancer • Trial supported by strong biological rationale and clinical data from patients with advanced ovarian can

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 May 2025 Commission File Number 000-30902 C

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 May 2025 Commission File Number 000-30902 COMPUGEN LTD. (Translation of registrant’s name into English) 26 Harokmim Street Holon 5885849, Israel (Address of Principal Executive Offices) Indicat

Compugen Reports First Quarter 2025 Results

Exhibit 99.1 FOR IMMEDIATE RELEASE Compugen Reports First Quarter 2025 Results • Initiated platform trial of COM701 maintenance therapy in patients with platinum sensitive ovarian cancer in Q2 2025 • Recruitment ongoing in the first in human Phase 1 trial of GS-0321 (previously COM503), a potential first-in-class anti-IL18BP antibody licensed to Gilead • Partner AstraZeneca expanded their rilvegos

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 May 2025 Commission File Number 000-30902 C

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 May 2025 Commission File Number 000-30902 COMPUGEN LTD. (Translation of registrant’s name into English) 26 Harokmim Street Holon 5885849, Israel (Address of Principal Executive Offices) Indicat

Compugen Announces Leadership Transitions Effective September 2025

Exhibit 99.1 FOR IMMEDIATE RELEASE Compugen Announces Leadership Transitions Effective September 2025 • Anat Cohen-Dayag, Ph.D., appointed as Executive Chair of the Board of Directors • Eran Ophir, Ph.D., appointed as President and Chief Executive Officer and will join the Board of Directors • Paul Sekhri to step down as Chair of the Board of Directors HOLON, ISRAEL, May 13, 2025 - Compugen Ltd. (

CERTIFICATION PURSUANT TO RULE 13a-14(a)/RULE 15d-14(a) UNDER THE EXCHANGE ACT AND SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

Exhibit 12.2 CERTIFICATION PURSUANT TO RULE 13a-14(a)/RULE 15d-14(a) UNDER THE EXCHANGE ACT AND SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, David Silberman, certify that: 1. I have reviewed this annual report on Form 20-F of Compugen Ltd.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the state

Compugen Reports Fourth Quarter and Full Year 2024 Results

Exhibit 99.1 FOR IMMEDIATE RELEASE Compugen Reports Fourth Quarter and Full Year 2024 Results • Clinical data presented at SITC 2024 supports further development of COM701, potential first-in-class anti-PVRIG antibody • On track to initiate a randomized adaptive platform trial of COM701 maintenance therapy in patients with platinum sensitive ovarian cancer, scheduled to start in Q2 2025 • The firs

Compugen Ltd. Insider Trading Policy Revised by the Board of Directors on January 22, 2025

Exhibit 11(b) Compugen Ltd. Insider Trading Policy Revised by the Board of Directors on January 22, 2025 This Insider Trading Policy (this “Policy”) provides guidelines to all personnel, including directors, officers, employees and consultants (“Company Personnel”) of Compugen Ltd. and its subsidiary (“Compugen” or the “Company”), for transactions* in the Company’s securities** and the handling of

CERTIFICATION PURSUANT TO RULE 13a-14(b)/RULE 15d-14(b) UNDER THE EXCHANGE ACT AND 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Exhibit 13.1 CERTIFICATION PURSUANT TO RULE 13a-14(b)/RULE 15d-14(b) UNDER THE EXCHANGE ACT AND 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the annual report of Compugen Ltd. (the “Company”) on Form 20-F for the fiscal year ended December 31, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F ☐ 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, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT O

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 March 2025 Commission File Number 000-30902

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 March 2025 Commission File Number 000-30902 COMPUGEN LTD. (Translation of registrant’s name into English) 26 Harokmim Street Holon 5885849, Israel (Address of Principal Executive Offices) Indic

DESCRIPTION OF SECURITIES

Exhibit 2.1 DESCRIPTION OF SECURITIES The descriptions of the securities contained herein summarize the material terms and provisions of the ordinary shares of Compugen Ltd. (the “Company”), registered under Section 12 of the Securities Exchange Act of 1934. ORDINARY SHARES Our authorized share capital is NIS 2,000,000 divided into 200,000,000 ordinary shares, nominal (par) value NIS 0.01 per shar

CERTIFICATION PURSUANT TO RULE 13a-14(a)/RULE 15d-14(a) UNDER THE EXCHANGE ACT AND SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

Exhibit 12.1 CERTIFICATION PURSUANT TO RULE 13a-14(a)/RULE 15d-14(a) UNDER THE EXCHANGE ACT AND SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Dr. Anat Cohen-Dayag, certify that: 1. I have reviewed this annual report on Form 20-F of Compugen Ltd.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the

Consent of Independent Registered Public Accounting Firm

Exhibit 15.1 Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in the following Registration Statements: 1. Registration Statement (Form F-3 333-270985) of Compugen Ltd., and 2. Registration Statements (Form S-8 Nos. 333-169239, 333-204869, 333-223937, 333-240182, 333-251263, 333-266508) pertaining to Compugen Ltd. 2010 Share Incentive Plan and 2

Compugen Announces First Patient Dosed in Phase 1 Clinical Trial to Evaluate COM503 as Monotherapy and in Combination with Zimberelimab in Advanced Solid Tumors

Exhibit 99.1 Compugen Announces First Patient Dosed in Phase 1 Clinical Trial to Evaluate COM503 as Monotherapy and in Combination with Zimberelimab in Advanced Solid Tumors • New approach to harness cytokine biology to treat cancer patients advances to the clinic • First patient dosed with potential first-in-class anti-IL-18 binding protein antibody, COM503, licensed to Gilead Sciences, Inc. • Ph

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 January 2025 Commission File Number 000-309

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 January 2025 Commission File Number 000-30902 COMPUGEN LTD. (Translation of registrant’s name into English) 26 Harokmim Street Holon 5885849, Israel (Address of Principal Executive Offices) Ind

Compugen Expands its Intellectual Property Portfolio with New U.S. Patent Covering Triple Combination Use of COM902 (reduced Fc anti-TIGIT) with anti-PD-1 and anti-PVRIG Antibodies

Exhibit 99.1 FOR IMMEDIATE RELEASE Compugen Expands its Intellectual Property Portfolio with New U.S. Patent Covering Triple Combination Use of COM902 (reduced Fc anti-TIGIT) with anti-PD-1 and anti-PVRIG Antibodies • Broad method of use patent protection for COM902, a potential best-in-class reduced Fc, clinical stage, anti-TIGIT antibody, in triple combination with any anti-PD-1 antibody and any

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 November 2024 Commission File Number 000-30

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 November 2024 Commission File Number 000-30902 COMPUGEN LTD. (Translation of registrant’s name into English) 26 Harokmim Street Holon 5885849, Israel (Address of Principal Executive Offices) In

UNITED STATES

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 November 2024 Commission File Number 000-30902 COMPUGEN LTD. (Translation of registrant’s name into English) 26 Harokmim Street Holon 5885849, Israel (Address of Principal Executive Offices) In

Compugen Reports Third Quarter 2024 Results

Exhibit 99.1 FOR IMMEDIATE RELEASE Compugen Reports Third Quarter 2024 Results • Clinical data presented at SITC 2024 demonstrated COM701 (anti-PVRIG) mediated anti-tumor activity with durable responses and good tolerability profile in tumors typically not responding to immunotherapy, aligned with previous data presented by the Company • Plans to initiate, in Q2 2025, an adaptive platform trial in

Compugen to Present Anti-Tumor Activity and Safety Data of COM701, COM902 and Pembrolizumab Combination in Patients with Platinum Resistant Ovarian Cancer at SITC 2024

Exhibit 99.1 FOR IMMEDIATE RELEASE Compugen to Present Anti-Tumor Activity and Safety Data of COM701, COM902 and Pembrolizumab Combination in Patients with Platinum Resistant Ovarian Cancer at SITC 2024 HOLON, ISRAEL, November 5, 2024 - Compugen Ltd. (Nasdaq: CGEN) (TASE: CGEN) a clinical-stage cancer immunotherapy company and a pioneer in computational target discovery, today announced that data

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 November 2024 Commission File Number 000-30

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 November 2024 Commission File Number 000-30902 COMPUGEN LTD. (Translation of registrant’s name into English) 26 Harokmim Street Holon 5885849, Israel (Address of Principal Executive Offices) In

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 September 2024 Commission File Number 000-3

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 September 2024 Commission File Number 000-30902 COMPUGEN LTD. (Translation of registrant’s name into English) 26 Harokmim Street Holon 5885849, Israel (Address of Principal Executive Offices) I

UNITED STATES

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 August 2024 Commission File Number 000-30902 COMPUGEN LTD. (Translation of registrant’s name into English) 26 Harokmim Street Holon 5885849, Israel (Address of Principal Executive Offices) Indi

Compugen Reports Second Quarter 2024 Results

Exhibit 99.1 FOR IMMEDIATE RELEASE Compugen Reports Second Quarter 2024 Results • FDA clearance of COM503 IND in July 2024 triggered a $30 million milestone payment from Gilead • On track to present data from COM701 + COM902 + pembrolizumab, platinum resistant ovarian cancer study in Q4 2024 • Partner, AstraZeneca, advanced development of rilvegostomig, and provided a non-risk adjusted peak year r

MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION

Exhibit 99.3 MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION RESULTS OF OPERATIONS Six months ended June 30, 2024 and 2023 Revenues. Revenues for the first six months of 2024 were approximately $9.3 million, compared with no revenues in the comparable period of 2023. The revenues for 2024 include the portion of the upfront payment from the license agreement wi

COMPUGEN LTD. AND ITS SUBSIDIARY INTERIM CONSOLIDATED FINANCIAL STATEMENTS AS OF JUNE 30, 2024 U.S. DOLLARS IN THOUSANDS

Exhibit 99.2 COMPUGEN LTD. AND ITS SUBSIDIARY INTERIM CONSOLIDATED FINANCIAL STATEMENTS AS OF JUNE 30, 2024 U.S. DOLLARS IN THOUSANDS UNAUDITED INDEX Page Interim Consolidated Balance Sheets F-2 - F-3 Interim Consolidated Statements of Comprehensive Loss F-4 Interim Consolidated Statements of Changes in Shareholders' Equity F-5 Interim Consolidated Statements of Cash Flows F-6 Notes to Interim Con

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 August 2024 Commission File Number 000-3090

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 August 2024 Commission File Number 000-30902 COMPUGEN LTD. (Translation of registrant’s name into English) 26 Harokmim Street Holon 5885849, Israel (Address of Principal Executive Offices) Indi

August 5, 2024

Exhibit 99.1 August 5, 2024 Dear Shareholder, You are cordially invited to attend, and notice is hereby given of, the 2024 Annual General Meeting of Shareholders of Compugen Ltd. (the “Company”) to be held at the Company’s offices at 26 Harokmim Street, Bldg. D, Holon, Israel, on Thursday, September 12, 2024, at 6:00 PM (Israel time) (the “Meeting”) for the following purposes: 1. To re-elect seven

Compugen Announces FDA Clearance of IND for COM503 for the Treatment of Solid Tumors

Exhibit 99.1 Compugen Announces FDA Clearance of IND for COM503 for the Treatment of Solid Tumors • FDA clearance triggers a $30 million milestone payment from Gilead • Company on track to initiate a Phase 1 trial for COM503, a differentiated antibody approach to harness cytokine biology for cancer therapeutics as monotherapy and in combination in advanced solid tumors in Q4 2024 HOLON, ISRAEL, Ju

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 July 2024 Commission File Number 000-30902

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 July 2024 Commission File Number 000-30902 COMPUGEN LTD. (Translation of registrant’s name into English) 26 Harokmim Street Holon 5885849, Israel (Address of Principal Executive Offices) Indica

Compugen to Receive Milestone Payment Triggered by Dosing of First Patient in the Second Phase 3 Trial Evaluating Rilvegostomig

Exhibit 99.1 Compugen to Receive Milestone Payment Triggered by Dosing of First Patient in the Second Phase 3 Trial Evaluating Rilvegostomig • Phase 3 trial evaluating rilvegostomig as monotherapy and in combination with AstraZeneca and Daiichi Sankyo’s datopotamab deruxtecan in first-line nonsquamous non-small cell lung cancer • Broadening the assessment of rilvegostomig reinforces Compugen’s par

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 May 2024 Commission File Number 000-30902 C

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 May 2024 Commission File Number 000-30902 COMPUGEN LTD. (Translation of registrant’s name into English) 26 Harokmim Street Holon 5885849, Israel (Address of Principal Executive Offices) Indicat

Compugen Reports First Quarter 2024 Results

Exhibit 99.1 Compugen Reports First Quarter 2024 Results • Enrollment completed and on track to present data from COM701 + COM902 + pembrolizumab platinum resistant ovarian cancer study in Q4 2024 • Data from COM701 + COM902 + pembrolizumab study in microsatellite stable colorectal cancer with liver metastases planned to be presented at ASCO 2024 annual meeting • On track to submit IND for COM503

UNITED STATES

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 May 2024 Commission File Number 000-30902 COMPUGEN LTD. (Translation of registrant’s name into English) 26 Harokmim Street Holon 5885849, Israel (Address of Principal Executive Offices) Indicat

UNITED STATES

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 May 2024 Commission File Number 000-30902 COMPUGEN LTD. (Translation of registrant’s name into English) 26 Harokmim Street Holon 5885849, Israel (Address of Principal Executive Offices) Indicat

Compugen Appoints David Silberman as Chief Financial Officer

Exhibit 99.1 FOR IMMEDIATE RELEASE Compugen Appoints David Silberman as Chief Financial Officer HOLON, ISRAEL, May 15, 2024 - Compugen Ltd. (Nasdaq: CGEN) (TASE: CGEN) a clinical-stage cancer immunotherapy company and a pioneer in computational target discovery, today announced the appointment of David Silberman as its new Chief Financial Officer effective August 15, 2024, taking over from Alberto

COMPUGEN LTD. POLICY FOR RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION

Exhibit 97.1 COMPUGEN LTD. POLICY FOR RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION Compugen Ltd. (the “Company”) has adopted this Policy for Recovery of Erroneously Awarded Compensation (the “Policy”), effective as of October 2, 2023 ((the “Effective Date”). Capitalized terms used in this Policy but not otherwise defined herein are defined in Section 11. 1. Persons Subject to Policy This Policy sh

CERTIFICATION PURSUANT TO RULE 13a-14(a)/RULE 15d-14(a) UNDER THE EXCHANGE ACT AND SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

Exhibit 12.1 CERTIFICATION PURSUANT TO RULE 13a-14(a)/RULE 15d-14(a) UNDER THE EXCHANGE ACT AND SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Dr. Anat Cohen-Dayag, certify that: 1. I have reviewed this annual report on Form 20-F of Compugen Ltd.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the

CERTIFICATION PURSUANT TO RULE 13a-14(a)/RULE 15d-14(a) UNDER THE EXCHANGE ACT AND SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

Exhibit 12.2 CERTIFICATION PURSUANT TO RULE 13a-14(a)/RULE 15d-14(a) UNDER THE EXCHANGE ACT AND SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Alberto Sessa, certify that: 1. I have reviewed this annual report on Form 20-F of Compugen Ltd.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the stateme

DESCRIPTION OF SECURITIES

Exhibit 2.1 DESCRIPTION OF SECURITIES The descriptions of the securities contained herein summarize the material terms and provisions of the ordinary shares of Compugen Ltd. (the “Company”), registered under Section 12 of the Securities Exchange Act of 1934. ORDINARY SHARES Our authorized share capital is NIS 2,000,000 divided into 200,000,000 ordinary shares, nominal (par) value NIS 0.01 per shar

Compugen Reports Fourth Quarter and Full Year 2023 Results

Exhibit 99.1 FOR IMMEDIATE RELEASE Compugen Reports Fourth Quarter and Full Year 2023 Results • Partnership with Gilead on preclinical immuno-oncology program further validates Compugen’s computational discovery, research, and development capabilities • Catalyst rich 2024 expected with multiple data readouts and updates planned from Compugen’s diversified portfolio • Solid balance sheet with exten

CERTIFICATION PURSUANT TO RULE 13a-14(b)/RULE 15d-14(b) UNDER THE EXCHANGE ACT AND 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Exhibit 13.1 CERTIFICATION PURSUANT TO RULE 13a-14(b)/RULE 15d-14(b) UNDER THE EXCHANGE ACT AND 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the annual report of Compugen Ltd. (the “Company”) on Form 20-F for the fiscal year ended December 31, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report

Consent of Independent Registered Public Accounting Firm

Exhibit 15.1 Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in the Registration Statement (Form S-8 Nos. 333-169239, 333-204869, 333-223937, 333-240182, 333-251263, 333-266508) pertaining to the Employee’s share option plans of Compugen Ltd. and Registration Statement (Form F-3 333-270985) of our reports dated March 5, 2024, with respect to th

UNITED STATES

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 March 2024 Commission File Number 000-30902 COMPUGEN LTD. (Translation of registrant’s name into English) 26 Harokmim Street Holon 5885849, Israel (Address of Principal Executive Offices) Indic

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F ☐ 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 EX

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F ☐ 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, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT O

LICENSE AGREEMENT Compugen Ltd. Gilead Sciences, Inc. dated December 18, 2023

Exhibit 4.11 [**] = CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE OF INFORMATION THAT COMPUGEN TREATS AS PRIVATE OR CONFIDENTIAL. Confidential Execution Copy LICENSE AGREEMENT between Compugen Ltd. and Gilead Sciences, Inc. dated December 18, 2023 TABLE OF CONTENTS Page 1. DEFINITIONS 1 2. DEVELOPMENT P

UNITED STATES

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 February 2024 Commission File Number 000-30902 COMPUGEN LTD. (Translation of registrant’s name into English) 26 Harokmim Street Holon 5885849, Israel (Address of Principal Executive Offices) In

Compugen Announces Appointment of Michelle Mahler M.D. as Chief Medical Officer

Exhibit 99.1 FOR IMMEDIATE RELEASE Compugen Announces Appointment of Michelle Mahler M.D. as Chief Medical Officer HOLON, ISRAEL, February 15, 2024 - Compugen Ltd. (Nasdaq: CGEN) (TASE: CGEN) a clinical-stage cancer immunotherapy company and a pioneer in computational target discovery, today announced the appointment of Michelle Mahler, M.D., as Chief Medical Officer, effective March 1, 2024. Mich

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

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 January 2024 Commission File Number 000-30902 COMPUGEN LTD. (Translation of registrant’s name into English) 26 Harokmim Street Holon 5885849, Israel (Address of Principal Executive Offices) Ind

Compugen to Receive $10 Million Milestone Payment Following Dosing of First Patient in AstraZeneca Phase 3 Rilvegostomig Trial in Biliary Tract Cancer

Exhibit 99.2 FOR IMMEDIATE RELEASE Compugen to Receive $10 Million Milestone Payment Following Dosing of First Patient in AstraZeneca Phase 3 Rilvegostomig Trial in Biliary Tract Cancer HOLON, ISRAEL, January 8, 2024 - Compugen Ltd. (Nasdaq: CGEN) (TASE: CGEN) a clinical-stage cancer immunotherapy company and a pioneer in computational target discovery, today announced that Compugen is entitled to

Compugen Regains Compliance with Nasdaq Minimum Bid Price Requirement

Exhibit 99.1 FOR IMMEDIATE RELEASE Compugen Regains Compliance with Nasdaq Minimum Bid Price Requirement HOLON, ISRAEL, Jan 8, 2024 - Compugen Ltd. (Nasdaq: CGEN) (TASE: CGEN) a clinical-stage cancer immunotherapy company and a pioneer in computational target discovery, announced today that on January 4, 2024, it received a notification letter (the “Notification Letter”) from the Listing Qualifica

Compugen will be Eligible to Receive $10 Million Milestone Payment upon Dosing of First Patient in AstraZeneca Phase 3 Rilvegostomig Trial in Biliary Tract Cancer

Exhibit 99.2 FOR IMMEDIATE RELEASE Compugen will be Eligible to Receive $10 Million Milestone Payment upon Dosing of First Patient in AstraZeneca Phase 3 Rilvegostomig Trial in Biliary Tract Cancer • Dosing of first patient in Phase 3 trial of rilvegostomig, a PD-1/TIGIT bispecific antibody, will trigger $10 million milestone payment from AstraZeneca HOLON, ISRAEL, December 19, 2023 - Compugen Ltd

Gilead and Compugen Announce Exclusive License Agreement for Novel Pre-Clinical Immunotherapy Program – Gilead Will Have Exclusive Rights to Later Stage Development and Commercialization of Anti-IL18 Binding Protein Antibodies with Potential to Treat

Exhibit 99.1 CONTACTS: Compugen Ltd. Yvonne Naughton, Ph.D., Investors and Media [email protected] Gilead Investors: Jacquie Ross [email protected] Media: Meaghan Smith [email protected] Gilead and Compugen Announce Exclusive License Agreement for Novel Pre-Clinical Immunotherapy Program – Gilead Will Have Exclusive Rights to Later Stage Development and Commercialization of Anti-IL18 B

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 December 2023 Commission File Number 000-30

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 December 2023 Commission File Number 000-30902 COMPUGEN LTD. (Translation of registrant's name into English) 26 Harokmim Street Holon 5885849, Israel (Address of Principal Executive Offices) In

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

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 November 2023 Commission File Number 000-30902 COMPUGEN LTD. (Translation of registrant's name into English) 26 Harokmim Street Holon 5885849, Israel (Address of Principal Executive Offices) In

Compugen Reports Third Quarter 2023 Results

Exhibit 99.1 FOR IMMEDIATE RELEASE Compugen Reports Third Quarter 2023 Results • Rilvegostomig, AstraZeneca’s (LSE/STO/Nasdaq: AZN) PD-1/TIGIT bi-specific derived from Compugen’s COM902, has progressed into Phase 3 as adjuvant therapy for biliary tract cancer after resection in combination with chemotherapy • Clinical data presented at SITC 2023 reinforces COM701 (anti-PVRIG) mediated anti-tumor a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

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 November 2023 Commission File Number 000-30902 COMPUGEN LTD. (Translation of registrant’s name into English) 26 Harokmim Street Holon 5885849, Israel (Address of Principal Executive Offices) In

Compugen’s COM701 (anti-PVRIG) Mediates Anti-Tumor Activity in Patients Typically Not Responding to Immunotherapy

Exhibit 99.1 FOR IMMEDIATE RELEASE Compugen’s COM701 (anti-PVRIG) Mediates Anti-Tumor Activity in Patients Typically Not Responding to Immunotherapy • COM701 + nivolumab + BMS-986207 (anti-TIGIT) resulted in clinically meaningful durable partial responses > 16 months in platinum resistant ovarian cancer patients • COM701 dual and triple combinations mediated clinical benefit in platinum resistant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

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 November 2023 Commission File Number 000-30902 COMPUGEN LTD. (Translation of registrant’s name into English) 26 Harokmim Street Holon 5885849, Israel (Address of Principal Executive Offices) In

Compugen Announces Receipt of Nasdaq Minimum Bid Price Notification

Exhibit 99.1 FOR IMMEDIATE RELEASE Compugen Announces Receipt of Nasdaq Minimum Bid Price Notification HOLON, ISRAEL, November 3, 2023 ––Compugen Ltd. (Nasdaq: CGEN) (TASE: CGEN) a clinical-stage cancer immunotherapy company and a pioneer in computational target discovery, announced today that on November 3, 2023, it received a notification letter from the Listing Qualifications Department of The

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 September 2023 Commission File Number 000-3

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 September 2023 Commission File Number 000-30902 COMPUGEN LTD. (Translation of registrant’s name into English) 26 Harokmim Street Holon 5885849, Israel (Address of Principal Executive Offices) I

CERTIFICATION PURSUANT TO RULE 13a-14(a)/RULE 15d-14(a) UNDER THE EXCHANGE ACT AND SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

Exhibit 12.1 CERTIFICATION PURSUANT TO RULE 13a-14(a)/RULE 15d-14(a) UNDER THE EXCHANGE ACT AND SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Dr. Anat Cohen-Dayag, certify that: 1. I have reviewed this annual report on Form 20-F/A of Compugen Ltd.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make th

CERTIFICATION PURSUANT TO RULE 13a-14(a)/RULE 15d-14(a) UNDER THE EXCHANGE ACT AND SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

Exhibit 12.2 CERTIFICATION PURSUANT TO RULE 13a-14(a)/RULE 15d-14(a) UNDER THE EXCHANGE ACT AND SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Alberto Sessa, certify that: 1. I have reviewed this annual report on Form 20-F/A of Compugen Ltd.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the state

* * *

Daniel Goldberg +1 212 479 6722 [email protected] Via EDGAR August 23, 2023 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attention: Li Xiao Mary Mast Re: Compugen Ltd. Form 20-F for Fiscal Year Ended December 31, 2022 Filed February 28, 2023 File No. 000-30902 Dear Ms. Xiao and Ms. Mast: On behalf of Co

CERTIFICATION PURSUANT TO RULE 13a-14(b)/RULE 15d-14(b)UNDER THE EXCHANGE ACT AND 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Exhibit 13.1 CERTIFICATION PURSUANT TO RULE 13a-14(b)/RULE 15d-14(b)UNDER THE EXCHANGE ACT AND 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the annual report of Compugen Ltd. (the “Company”) on Form 20-F/A for the fiscal year ended December 31, 2022 as filed with the Securities and Exchange Commission on the date hereof (the “Repor

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

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, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURIT

COMPUGEN LTD. AND ITS SUBSIDIARY INTERIM CONSOLIDATED FINANCIAL STATEMENTS AS OF JUNE 30, 2023 U.S. DOLLARS IN THOUSANDS

Exhibit 99.2 COMPUGEN LTD. AND ITS SUBSIDIARY INTERIM CONSOLIDATED FINANCIAL STATEMENTS AS OF JUNE 30, 2023 U.S. DOLLARS IN THOUSANDS UNAUDITED INDEX Page Condensed Consolidated Balance Sheets F-2 - F-3 Condensed Consolidated Statements of Comprehensive Loss F-4 Condensed Consolidated Statements of Changes in Shareholders' Equity F-5 Condensed Consolidated Statements of Cash Flows F-6 Notes to Con

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 August 2023 Commission File Number 000-3090

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 August 2023 Commission File Number 000-30902 COMPUGEN LTD. (Translation of registrant’s name into English) 26 Harokmim Street Holon 5885849, Israel (Address of Principal Executive Offices) Indi

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 August 2023 Commission File Number 000-3090

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 August 2023 Commission File Number 000-30902 COMPUGEN LTD. (Translation of registrant’s name into English) 26 Harokmim Street Holon 5885849, Israel (Address of Principal Executive Offices) Indi

MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION

Exhibit 99.3 MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION RESULTS OF OPERATIONS Six months ended June 30, 2023 and 2022 Research and Development Expenses. Research and development, or R&D expenses increased by approximately 9% to approximately $15.2 million for the first six months of 2023 from approximately $14.0 million for the comparable period of 2022.

PROXY STATEMENT COMPUGEN LTD. 26 Harokmim Street, Bldg. D Holon, Israel 2023 Annual General Meeting of Shareholders To be Held on Wednesday, September 20, 2023

Exhibit 99.1 August 7, 2023 Dear Shareholder, You are cordially invited to attend, and notice is hereby given of, the 2023 Annual General Meeting of Shareholders of Compugen Ltd. (the “Company”) to be held at the Company’s offices at 26 Harokmim Street, Bldg. D, Holon, Israel, on Wednesday, September 20, 2023, at 5:00 PM (Israel time) (the “Meeting”) for the following purposes: 1. To re-elect seve

Compugen Reports Second Quarter 2023 Results

Exhibit 99.1 FOR IMMEDIATE RELEASE Compugen Reports Second Quarter 2023 Results • Advancing enrollment in two proof-of-concept studies evaluating triple blockade of DNAM-1 axis in patients with microsatellite stable colorectal cancer and platinum resistant ovarian cancer; initial findings expected by year end • Data from multiple studies planned to be presented by the end of the year: o New data f

[Signature page follows]

June 23, 2023 Via EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Doris Stacey Gama Joe McCann Re: Compugen Ltd. Registration Statement on Form F-3 Filed March 30, 2023, as amended on April 14, 2023 File No. 333-270985 Acceleration Request Requested Date: June 27, 2023 Requested Time: 4:00 p.m. Eastern Time Ladies and Ge

Calculation of Filing Fee Tables FORM F-3 (Form Type) COMPUGEN LTD. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities

Exhibit 107 Calculation of Filing Fee Tables FORM F-3 (Form Type) COMPUGEN LTD. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit (2) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee F

As filed with the Securities and Exchange Commission on June 23, 2023

As filed with the Securities and Exchange Commission on June 23, 2023 Registration No.

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 June 2023 Commission File Number 000-30902

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 June 2023 Commission File Number 000-30902 COMPUGEN LTD. (Translation of registrant's name into English) 26 Harokmim Street Holon 5885849, Israel (Address of Principal Executive Offices) Indica

Compugen Doses First Patient in Triple Immunotherapy Combination COM701, COM902 and Pembrolizumab Platinum Resistant Ovarian Cancer Proof-of-Concept Study

Exhibit 99.1 FOR IMMEDIATE RELEASE Compugen Doses First Patient in Triple Immunotherapy Combination COM701, COM902 and Pembrolizumab Platinum Resistant Ovarian Cancer Proof-of-Concept Study • Study builds on clinical benefit reported in heavily pretreated platinum resistant ovarian cancer patients treated with dual and triple combination of COM701 + nivolumab ± BMS-986207 • Initial findings expect

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

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 June 2023 Commission File Number 000-30902 COMPUGEN LTD. (Translation of registrant's name into English) 26 Harokmim Street Holon 5885849, Israel (Address of Principal Executive Offices) Indica

Compugen Regains Compliance with Nasdaq Minimum Bid Price Requirement

Exhibit 99.1 FOR IMMEDIATE RELEASE Compugen Regains Compliance with Nasdaq Minimum Bid Price Requirement HOLON, ISRAEL, June 13, 2023 - Compugen Ltd. (Nasdaq: CGEN) (TASE: CGEN) a clinical-stage cancer immunotherapy company and a pioneer in computational target discovery, announced today that on June 12, 2023, it received a notification letter (the “Notification Letter”) from the Listing Qualifica

Compugen’s COM701 (anti-PVRIG) Demonstrates Preliminary Durable Anti-Tumor Activity in Triple Immunotherapy Combination in Patients with Recurrent Metastatic MSS Endometrial Cancer

Exhibit 99.1 FOR IMMEDIATE RELEASE Compugen’s COM701 (anti-PVRIG) Demonstrates Preliminary Durable Anti-Tumor Activity in Triple Immunotherapy Combination in Patients with Recurrent Metastatic MSS Endometrial Cancer • COM701 in combination with nivolumab and BMS-986207 (anti-TIGIT) resulted in encouraging confirmed durable partial responses (overall response rate 22% (2/9) and disease control rate

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 June 2023 Commission File Number 000-30902

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 June 2023 Commission File Number 000-30902 COMPUGEN LTD. (Translation of registrant's name into English) 26 Harokmim Street Holon 5885849, Israel (Address of Principal Executive Offices) Indica

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

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 May 2023 Commission File Number 000-30902 COMPUGEN LTD. (Translation of registrant's name into English) 26 Harokmim Street Holon 5885849, Israel (Address of Principal Executive Offices) Indicat

Compugen Reports First Quarter 2023 Results

Exhibit 99.1 Compugen Reports First Quarter 2023 Results • On track to deliver initial findings from studies with the triple blockade of PVRIG, TIGIT and PD-1 in patients with MSS CRC and platinum resistant ovarian cancer by end of 2023 • New pre-clinical data presented at CIMT for COM503, a high affinity anti-IL-18BP antibody approach differentiated from cytokine therapeutic approaches • Cash bal

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 May 2023 Commission File Number 000-30902 C

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 May 2023 Commission File Number 000-30902 COMPUGEN LTD. (Translation of registrant’s name into English) 26 Harokmim Street Holon 5885849, Israel (Address of Principal Executive Offices) Indicat

As filed with the Securities and Exchange Commission on April 14, 2023

As filed with the Securities and Exchange Commission on April 14, 2023 Registration No.

Cooley LLP 55 Hudson Yards New York, New York 10001-2157 t: (212) 479-6000 f: (212) 479-6275 cooley.com

Eric Blanchard +1 212 479 6565 [email protected] Via EDGAR April 14, 2023 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attention: Doris Stacey Gama Joe McCann Re: Compugen Ltd. Registration Statement on Form F-3 Filed March 30, 2023 File No. 333-270985 Dear Ms. Gama and Mr. McCann: On behalf of Compuge

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables FORM F-3 (Form Type) COMPUGEN LTD. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit (2) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee F

Form of Indenture between the Registrant and one or more trustees to be named.

Exhibit 4.2 COMPUGEN LTD., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [•], 20 Debt Securities Table Of Contents Page ARTICLE 1 DEFINITIONS 1 Section 1.01 Definitions of Terms 1 ARTICLE 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 5 Section 2.01 Designation and Terms of Securities 5 Section 2.02 Form of Securities and Trustee’s Certificate 8 Section 2.03

Power of Attorney (included on signature page).

As filed with the Securities and Exchange Commission on March 30, 2023 Registration No.

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 March 2023 Commission File Number 000-30902

6-K 1 zk2329359.htm 6-K 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 March 2023 Commission File Number 000-30902 COMPUGEN LTD. (Translation of registrant’s name into English) 26 Harokmim Street Holon 5885849, Israel (Address of Principal

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 March 2023 Commission File Number 000-30902

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 March 2023 Commission File Number 000-30902 COMPUGEN LTD. (Translation of registrant’s name into English) 26 Harokmim Street Holon 5885849, Israel (Address of Principal Executive Offices) Indic

Compugen Doses First Patient in Triple Combination COM701, COM902 and Pembrolizumab MSS CRC Proof of Concept Study

Exhibit 99.1 FOR IMMEDIATE RELEASE Compugen Doses First Patient in Triple Combination COM701, COM902 and Pembrolizumab MSS CRC Proof of Concept Study • Study builds on clinical benefit reported in heavily pretreated MSS CRC patients with liver metastases treated with dual combination of COM701 and nivolumab • Initial findings expected by the end of 2023 HOLON, ISRAEL – March 6, 2023 – Compugen Ltd

Consent of Kost Forer Gabbay & Kasierer, a member firm of Ernst & Young Global.

Exhibit 15.1 Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in the Registration Statement (Form S-8 Nos. 333-169239, 333-204869, 333-223937, 333-240182, 333-251263, 333-266508) pertaining to the Employee’s share option plans of Compugen Ltd. and Registration Statement (Form F-3 No. 333-240183) of our reports dated February 28, 2023, with respe

Certification by Principal Executive Officer pursuant to Rule 13a-14(a)/Rule 15d-14(a) under the Exchange Act and Section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit 12.1 CERTIFICATION PURSUANT TO RULE 13a-14(a)/RULE 15d-14(a) UNDER THE EXCHANGE ACT AND SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Dr. Anat Cohen-Dayag, certify that: 1. I have reviewed this annual report on Form 20-F of Compugen Ltd.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the

Certification by Principal Executive Officer and Principal Financial Officer pursuant to Rule 13a-14(b)/Rule 15d-14(b) under the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Exhibit 13.1 CERTIFICATION PURSUANT TO RULE 13a-14(b)/RULE 15d-14(b)UNDER THE EXCHANGE ACT AND 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the annual report of Compugen Ltd. (the “Company”) on Form 20-F for the fiscal year ended December 31, 2021 as filed with the Securities and Exchange Commission on the date hereof (the “Report”

DESCRIPTION OF SECURITIES

Exhibit 2.1 DESCRIPTION OF SECURITIES The descriptions of the securities contained herein summarize the material terms and provisions of the ordinary shares of Compugen Ltd. (the “Company”), registered under Section 12 of the Securities Exchange Act of 1934. ORDINARY SHARES Our authorized share capital is NIS 2,000,000 divided into 200,000,000 ordinary shares, nominal (par) value NIS 0.01 per shar

Certification by Principal Financial Officer pursuant to Rule 13a-14(a)/Rule 15d-14(a) under the Exchange Act and Section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit 12.2 CERTIFICATION PURSUANT TO RULE 13a-14(a)/RULE 15d-14(a) UNDER THE EXCHANGE ACT AND SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Alberto Sessa, certify that: 1. I have reviewed this annual report on Form 20-F of Compugen Ltd.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the stateme

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F ☐ 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, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT O

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

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 February 2023 Commission File Number 000-30902 COMPUGEN LTD. (Translation of registrant's name into English) 26 Harokmim Street Holon 5885849, Israel (Address of Principal Executive Offices) In

Compugen Reports Fourth Quarter and Full Year 2022 Results

Exhibit 99.1 FOR IMMEDIATE RELEASE Compugen Reports Fourth Quarter and Full Year 2022 Results • On track to dose the first patients in MSS CRC and PROC triple combination proof of concept studies in Q1 2023 and Q2 2023, respectively, with the combination of potential first-in-class anti-PVRIG, COM701, potential best-in-class anti-TIGIT, COM902 and pembrolizumab • Initial findings from both triple

Rilvegostomig, AstraZeneca’s Bi-specific Antibody Derived from Compugen’s COM902, Expected to Progress into Phase 3

Exhibit 99.1 FOR IMMEDIATE RELEASE Rilvegostomig, AstraZeneca’s Bi-specific Antibody Derived from Compugen’s COM902, Expected to Progress into Phase 3 • Phase 3 study with rilvegostomig, AstraZeneca’s (LSE/STO/Nasdaq:AZN) PD-1/TIGIT bi-specific derived from Compugen’s COM902 is expected to start in 2023. AstraZeneca continues to expand rilvegostomig’s Phase 2 development across multiple indication

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 February 2023 Commission File Number 000-30

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 February 2023 Commission File Number 000-30902 COMPUGEN LTD. (Translation of registrant’s name into English) 26 Harokmim Street Holon 5885849, Israel (Address of Principal Executive Offices) In

CGEN / Compugen Ltd. / Nikko Asset Management Americas, Inc. - SC 13G/A Passive Investment

SC 13G/A 1 brhc10047834sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4)* Compugen, Ltd. (Name of Issuer) Ordinary Shares, par value NIS 0.01 (Title of Class of Securities) M25722105 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the app

CGEN / Compugen Ltd. / Sumitomo Mitsui Trust Holdings, Inc. - AMENDMENT NO. 4 Passive Investment

SC 13G/A 1 cgen125235sc13ga4.htm AMENDMENT NO. 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 4)* Compugen, Ltd. (Name of Issuer) Ordinary Shares, par value NIS 0.01 (Title of Class of Securities) M25722105 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check

Up to $50,000,000 Ordinary Shares

Filed Pursuant to Rule 424(b)(5) Registration Statement No. 333-240183 PROSPECTUS SUPPLEMENT (to Prospectus dated August 7, 2020) Up to $50,000,000 Ordinary Shares We have entered into a sales agreement (the “sales agreement”) with SVB Securities LLC (“SVB Securities”) dated January 31, 2023, relating to the sale of our ordinary shares, par value New Israeli Shekel (“NIS”) 0.01 per share (the “ord

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 January 2023 Commission File Number 000-309

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 January 2023 Commission File Number 000-30902 COMPUGEN LTD. (Translation of registrant’s name into English) 26 Harokmim Street Holon 5885849, Israel (Address of Principal Executive Offices) Ind

Sales Agreement, dated January 31, 2023, by and between the Company and SVB Securities LLC (incorporated by reference to Exhibit 1.1 to the Registrant’s Report on Form 6-K filed with the SEC on January 31, 2023 (File No. 000-30902)).

Exhibit 1.1 COMPUGEN LTD. Ordinary Shares (Nominal (par) value NIS 0.01 per share) SALES AGREEMENT January 31, 2023 SVB SECURITIES LLC 1301 Avenue of the Americas, 12th Floor New York, New York 10019 Ladies and Gentlemen: COMPUGEN LTD., a corporation organized under the laws of the State of Israel (the “Company”), confirms its agreement (this “Agreement”) with SVB Securities LLC (the “Agent”), as

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 December 2022 Commission File Number 000-30

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 December 2022 Commission File Number 000-30902 COMPUGEN LTD. (Translation of registrant?s name into English) 26 Harokmim Street Holon 5885849, Israel (Address of Principal Executive Offices) In

Compugen’s COM701 (anti-PVRIG) in Dual and Triple Combination Demonstrates Preliminary Durable Anti-Tumor Activity and Immune Activation in Patients with Platinum Resistant Ovarian Cancer

Exhibit 99.1 FOR IMMEDIATE RELEASE Compugen?s COM701 (anti-PVRIG) in Dual and Triple Combination Demonstrates Preliminary Durable Anti-Tumor Activity and Immune Activation in Patients with Platinum Resistant Ovarian Cancer ? COM701 in combination with nivolumab ? BMS-986207 (anti-TIGIT) in heavily pretreated patient population, resulted in encouraging durable confirmed partial responses (overall r

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 December 2022 Commission File Number 000-30

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 December 2022 Commission File Number 000-30902 COMPUGEN LTD. (Translation of registrant’s name into English) 26 Harokmim Street Holon 5885849, Israel (Address of Principal Executive Offices) In

Compugen’s COM701 (anti-PVRIG) in Dual and Triple Combination Demonstrates Preliminary Anti-Tumor Activity and Immune Activation in Platinum Resistant Ovarian Cancer Patients

Exhibit 99.1 FOR IMMEDIATE RELEASE Compugen’s COM701 (anti-PVRIG) in Dual and Triple Combination Demonstrates Preliminary Anti-Tumor Activity and Immune Activation in Platinum Resistant Ovarian Cancer Patients • At the time of abstract data cutoff, COM701+ nivolumab + BMS-986207 (anti-TIGIT) demonstrated encouraging 20% overall response rate and 40% disease control rate in heavily pretreated patie

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 December 2022 Commission File Number 000-30

6-K 1 zk2228837.htm 6-K 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 December 2022 Commission File Number 000-30902 COMPUGEN LTD. (Translation of registrant’s name into English) 26 Harokmim Street Holon 5885849, Israel (Address of Princip

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 November 2022 Commission File Number 000-30

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 November 2022 Commission File Number 000-30902 COMPUGEN LTD. (Translation of registrant?s name into English) 26 Harokmim Street Holon 5885849, Israel (Address of Principal Executive Offices) In

Compugen to Receive Milestone Payment Triggered by AstraZeneca’s Phase 2 Initiation of PD-1/TIGIT Bispecific

Exhibit 99.1 FOR IMMEDIATE RELEASE Compugen to Receive Milestone Payment Triggered by AstraZeneca?s Phase 2 Initiation of PD-1/TIGIT Bispecific ? Advancement of AZD2936, a PD-1/TIGIT bispecific antibody derived from COM902, into Phase 2, triggers $7.5 million milestone payment from AstraZeneca HOLON, ISRAEL, November 16, 2022 ??Compugen Ltd. (Nasdaq: CGEN), a clinical-stage cancer immunotherapy co

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 November 2022 Commission File Number 000-30

6-K 1 zk2228727.htm 6-K 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 November 2022 Commission File Number 000-30902 COMPUGEN LTD. (Translation of registrant’s name into English) 26 Harokmim Street Holon 5885849, Israel (Address of Princip

Compugen Reports Third Quarter 2022 Results

Exhibit 99.1 FOR IMMEDIATE RELEASE Compugen Reports Third Quarter 2022 Results • New encouraging preliminary clinical data, presented at SITC 2022, showing anti-tumor activity supported by potent immune activation in the tumor microenvironment following combination of COM701 and nivolumab in metastatic MSS-CRC patients. Further clinical evaluation of COM701 as a triple combination with an anti-PD-

Compugen’s COM701 (anti-PVRIG) Induces Potent Immune Activation in MSS-CRC Patients

EX-99.2 3 exhibit99-2.htm EXHIBIT 99.2 Exhibit 99.2 FOR IMMEDIATE RELEASE Compugen’s COM701 (anti-PVRIG) Induces Potent Immune Activation in MSS-CRC Patients • Anti-tumor activity following blockade of PVRIG with COM701 when added to nivolumab is supported by potent tumor microenvironment (TME) immune activation in MSS-CRC patients typically not responding to approved checkpoint inhibitors • PVRIG

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

6-K 1 zk2228669.htm 6-K 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 November 2022 Commission File Number 000-30902 COMPUGEN LTD. (Translation of registrant’s name into English) 26 Harokmim Street Holon 5885849, Israel (Address of Princip

Compugen’s COM701 (anti-PVRIG) in Combination with Nivolumab Demonstrates Preliminary Anti-Tumor Activity and Potent Immune Activation in Metastatic MSS-CRC

Exhibit 99.1 FOR IMMEDIATE RELEASE Compugen?s COM701 (anti-PVRIG) in Combination with Nivolumab Demonstrates Preliminary Anti-Tumor Activity and Potent Immune Activation in Metastatic MSS-CRC Patients ? COM701 in combination with nivolumab demonstrated encouraging 12% ORR in 3L+ MSS-CRC patients with liver metastases, compared to 0% ORR historically for other immunotherapies in a U.S. patient popu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

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 November 2022 Commission File Number 000-30902 COMPUGEN LTD. (Translation of registrant?s name into English) 26 Harokmim Street Holon 5885849, Israel (Address of Principal Executive Offices) In

Compugen Announces Receipt of Nasdaq Delisting Notice

Exhibit 99.1 FOR IMMEDIATE RELEASE Compugen Announces Receipt of Nasdaq Delisting Notice HOLON, ISRAEL, November 2, 2022 ??Compugen Ltd. (Nasdaq: CGEN), a clinical-stage cancer immunotherapy company and a pioneer in computational target discovery, announced today that on October 31, 2022, it received a notification letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC (?

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

6-K 1 zk2228500.htm 6-K 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 September 2022 Commission File Number 000-30902 COMPUGEN LTD. (Translation of registrant’s name into English) 26 Harokmim Street Holon 5885849, Israel (Address of Princi

Compugen Letter to Shareholders

Exhibit 99.1 FOR IMMEDIATE RELEASE Compugen Letter to Shareholders HOLON, ISRAEL, September 22, 2022 ??Compugen Ltd. (Nasdaq: CGEN), a clinical-stage cancer immunotherapy company and a pioneer in computational target discovery, is pleased to issue the following letter to shareholders: Dear Shareholders, As we approach the Jewish New Year, I am taking this opportunity to provide you with an update

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 September 2022 Commission File Number 000-3

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 September 2022 Commission File Number 000-30902 COMPUGEN LTD. (Translation of registrant?s name into English) 26 Harokmim Street Holon 5885849, Israel (Address of Principal Executive Offices) I

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 September 2022 Commission File Number 000-3

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 September 2022 Commission File Number 000-30902 COMPUGEN LTD. (Translation of registrant?s name into English) 26 Harokmim Street Holon 5885849, Israel (Address of Principal Executive Offices) I

Compugen Announces Appointment of Alberto Sessa as Chief Financial Officer

Exhibit 99.1 FOR IMMEDIATE RELEASE Compugen Announces Appointment of Alberto Sessa as Chief Financial Officer HOLON, ISRAEL, September 12, 2022 ??Compugen Ltd. (Nasdaq: CGEN), a clinical-stage cancer immunotherapy company and a pioneer in computational target discovery, announced today that Alberto Sessa has been appointed Chief Financial Officer (CFO) and member of the management team. Alberto wi

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 August 2022 Commission File Number 000-3090

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 August 2022 Commission File Number 000-30902 COMPUGEN LTD. (Translation of registrant?s name into English) 26 Harokmim Street Holon 5885849, Israel (Address of Principal Executive Offices) Indi

As filed with the U.S. Securities and Exchange Commission on August 4, 2022.

As filed with the U.S. Securities and Exchange Commission on August 4, 2022. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 COMPUGEN LTD. (Exact name of registrant as specified in its charter) Israel N/A (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Iden

Filing Fee Table

Exhibit 107.1 CALCULATION OF FILING FEE TABLE FORM S-8 (Form Type) COMPUGEN LTD. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit (2) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Ordinary shares, New Israeli

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 August 2022 Commission File Number 000-3090

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 August 2022 Commission File Number 000-30902 COMPUGEN LTD. (Translation of registrant?s name into English) 26 Harokmim Street Holon 5885849, Israel (Address of Principal Executive Offices) Indi

COMPUGEN LTD. AND ITS SUBSIDIARY INTERIM CONSOLIDATED FINANCIAL STATEMENTS AS OF JUNE 30, 2022 U.S. DOLLARS IN THOUSANDS

Exhibit 99.2 COMPUGEN LTD. AND ITS SUBSIDIARY INTERIM CONSOLIDATED FINANCIAL STATEMENTS AS OF JUNE 30, 2022 U.S. DOLLARS IN THOUSANDS UNAUDITED INDEX Page Consolidated Balance Sheets F-2 - F-3 Consolidated Statements of Comprehensive Loss F-4 Consolidated Statements of Changes in Shareholders' Equity F-5 Consolidated Statements of Cash Flows F-6 Notes to Consolidated Financial Statements F-7 - F-1

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 August 2022 Commission File Number 000-3090

6-K 1 zk2228217.htm 6-K 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 August 2022 Commission File Number 000-30902 COMPUGEN LTD. (Translation of registrant’s name into English) 26 Harokmim Street Holon 5885849, Israel (Address of Principal

Compugen Reports Second Quarter 2022 Results

Exhibit 99.1 FOR IMMEDIATE RELEASE: Compugen Reports Second Quarter 2022 Results ? Prioritized two indications, MSS-CRC and NSCLC, utilizing fully owned assets, COM701 and COM902 ? Focus on MSS-CRC and NSCLC expected to provide highest probability of success and support future path to registration ? Focused development plan results in strategic decision to wind down Phase 1 cohort expansion studie

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 August 2022 Commission File Number 000-3090

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 August 2022 Commission File Number 000-30902 COMPUGEN LTD. (Translation of registrant?s name into English) 26 Harokmim Street Holon 5885849, Israel (Address of Principal Executive Offices) Indi

- ii -

Exhibit 99.1 August 4, 2022 Dear Shareholder, You are cordially invited to attend, and notice is hereby given of, the 2022 Annual General Meeting of Shareholders of Compugen Ltd. (the ?Company?) to be held at the Company?s offices at 26 Harokmim Street, Bldg. D, Holon, Israel, on Wednesday, September 14, 2022, at 5:00 PM (Israel time) (the ?Meeting?) for the following purposes: 1. To re-elect seve

MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION

Exhibit 99.3 MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION RESULTS OF OPERATIONS Six months ended June 30, 2022 and 2021 Research and Development Expenses. Research and development, or R&D, expenses decreased by approximately 1% to approximately $14.0 million for the first six months of 2022 from approximately $14.1 million for the comparable period of 2021.

Compugen Reports First Quarter 2022 Results

Exhibit 99.1 FOR IMMEDIATE RELEASE Compugen Reports First Quarter 2022 Results ? Triple blockade of PVRIG/TIGIT/PD-1 may be required to optimize clinical responses ? COM701, a unique check point inhibitor, with potential to recruit additional T cells to the TME ? COM902 has the potential to be a best-in-class anti-TIGIT antibody ? On track to deliver clinical data from the cohort expansion study o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

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 May 2022 Commission File Number 000-30902 COMPUGEN LTD. (Translation of registrant's name into English) 26 Harokmim Street Holon 5885849, Israel (Address of Principal Executive Offices) Indicat

Compugen Announces CFO Departure

Exhibit 99.1 Compugen Announces CFO Departure HOLON, ISRAEL, May 10, 2022 - Compugen Ltd. (Nasdaq: CGEN), a clinical-stage cancer immunotherapy company and a pioneer in computational target discovery, announced today that Mr. Ari Krashin, Chief Financial Officer and Chief Operating Officer of Compugen Ltd. (the ?Company?), notified the Company of his wish to depart from his position at the Company

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 May 2022 Commission File Number 000-30902 C

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 May 2022 Commission File Number 000-30902 COMPUGEN LTD. (Translation of registrant?s name into English) 26 Harokmim Street Holon 5885849, Israel (Address of Principal Executive Offices) Indicat

Certification by Principal Financial and Accounting Officer pursuant to Rule 13a-14(a)/Rule 15d-14(a) under the Exchange Act and Section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit 12.2 CERTIFICATION PURSUANT TO RULE 13a-14(a)/RULE 15d-14(a) UNDER THE EXCHANGE ACT AND SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Ari Krashin, certify that: 1. I have reviewed this annual report on Form 20-F/A of Compugen Ltd.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the stateme

Research and Development Collaboration and License Agreement, dated August 5, 2013, by and between Compugen Ltd. and BayerPharma AG (“Bayer”).

Exhibit 4.3 Pursuant to Instruction 4(a) as to Exhibits of Form 20-F, certain identified information (marked by [***]) has been excluded from the exhibit because it is both not material and is the type that the registrant treats as private or confidential. Research and Development Collaboration and License Agreement This Research and Development Collaboration and License Agreement (the ?Agreement?

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F ?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, 2021 OR ?TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1

Amendment No. 3 to Master Clinical Trial Collaboration Agreement, between the Company and Bristol Myers Squibb Company, dated November 10, 2021.

Exhibit 4.20 Pursuant to Instruction 4(a) as to Exhibits of Form 20-F, certain identified information (marked by [*]) has been excluded from the exhibit because it is both not material and is the type that the registrant treats as private or confidential. EXECUTION VERSION Amendment No. 3 to Master Clinical Trial Collaboration Agreement This Amendment No. 3 to Master Clinical Trial Collaboration A

Amendment No. 2 to Master Clinical Trial Collaboration Agreement, between the Company and Bristol Myers Squibb Company, dated February 19, 2021.

Exhibit 4.19 Pursuant to Instruction 4(a) as to Exhibits of Form 20-F, certain identified information (marked by [*]) has been excluded from the exhibit because it is both not material and is the type that the registrant treats as private or confidential. Execution Version Amendment No. 2 to Master Clinical Trial Collaboration Agreement This Amendment No. 2 to Master Clinical Trial Collaboration A

Amendment No. 3 to the License Agreement, between the Company and MedImmune, dated August 4, 2021.

Exhibit 4.15 Pursuant to Instruction 4(a) as to Exhibits of Form 20-F, certain identified information (marked by [*]) has been excluded from the exhibit because it is both not material and is the type that the registrant treats as private or confidential. AMENDMENT NO. 3 TO THE LICENSE AGREEMENT THIS AMENDMENT NO. 3 TO THE LICENSE AGREEMENT (this ?Amendment?) is made and entered into as of August

Amendment No. 3 to the License Agreement, between the Company and MedImmune, dated August 4, 2021.

Exhibit 4.15 Pursuant to Instruction 4(a) as to Exhibits of Form 20-F, certain identified information (marked by [*]) has been excluded from the exhibit because it is both not material and is the type that the registrant treats as private or confidential. AMENDMENT NO. 3 TO THE LICENSE AGREEMENT THIS AMENDMENT NO. 3 TO THE LICENSE AGREEMENT (this ?Amendment?) is made and entered into as of August

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F/A (Amendment No. 1)

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, 2021 OR ?TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITI

Certification by Principal Executive Officer pursuant to Rule 13a-14(a)/Rule 15d-14(a) under the Exchange Act and Section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit 12.1 CERTIFICATION PURSUANT TO RULE 13a-14(a)/RULE 15d-14(a) UNDER THE EXCHANGE ACT AND SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Dr. Anat Cohen-Dayag, certify that: 1. I have reviewed this annual report on Form 20-F/A of Compugen Ltd.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make th

Consent of Kost Forer Gabbay & Kasierer, a member firm of Ernst & Young Global.

Exhibit 15.1 Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 333-169239, 333-204869, 333-223937, 333-240182, 333-251263) pertaining to the Employee?s share option plans of Compugen Ltd. and Registration Statements on Form F-3 (File No. 333-240183) of our report dated February 28, 2022, with respe

Third Amendment to Research and Development Collaboration and License Agreement, by and between Compugen Ltd. and Bayer, dated as of April 17, 2016.

Exhibit 4.6 Pursuant to Instruction 4(a) as to Exhibits of Form 20-F, certain identified information (marked by [***]) has been excluded from the exhibit because it is both not material and is the type that the registrant treats as private or confidential. Third Amendment to the Research and Development Collaboration and License Agreement This is the third Amendment (hereinafter ?Third Amendment?)

Amendment No. 1 to Master Clinical Trial Collaboration Agreement, between the Company and Bristol Myers Squibb Company, dated February 14, 2020.

Exhibit 4.18 EXECUTION COPY Pursuant to Instruction 4(a) as to Exhibits of Form 20-F, certain identified information (marked by [*]) has been excluded from the exhibit because it is both not material and is the type that the registrant treats as private or confidential. AMENDMENT NO. 1 TO MASTER CLINICAL TRIAL COLLABORATION AGREEMENT THIS AMENDMENT NO. 1 TO MASTER CLINICAL TRIAL COLLABORATION AGRE

First Amendment to the Research and Development Collaboration and License Agreement, by and between Compugen Ltd. and Bayer dated as of February 5, 2014.

Exhibit 4.4 Pursuant to Instruction 4(a) as to Exhibits of Form 20-F, certain identified information (marked by [***]) has been excluded from the exhibit because it is both not material and is the type that the registrant treats as private or confidential. First Amendment to the Research and Development Collaboration and License Agreement This is the first Amendment (hereinafter ?Amendment?) to th

Research and Development Collaboration and License Agreement, dated August 5, 2013, by and between Compugen Ltd. and BayerPharma AG (“Bayer”).

Exhibit 4.3 Pursuant to Instruction 4(a) as to Exhibits of Form 20-F, certain identified information (marked by [***]) has been excluded from the exhibit because it is both not material and is the type that the registrant treats as private or confidential. Research and Development Collaboration and License Agreement This Research and Development Collaboration and License Agreement (the ?Agreement?

Certification by Principal Executive Officer and Principal Financial and Accounting Officer pursuant to Rule 13a-14(b)/Rule 15d-14(b) under the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Exhibit 13.1 CERTIFICATION PURSUANT TO RULE 13a-14(b)/RULE 15d-14(b) UNDER THE EXCHANGE ACT AND 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the annual report of Compugen Ltd. (the ?Company?) on Form 20-F for the fiscal year ended December 31, 2021 as filed with the Securities and Exchange Commission on the date hereof (the ?Report

Certification by Principal Executive Officer pursuant to Rule 13a-14(a)/Rule 15d-14(a) under the Exchange Act and Section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit 12.1 CERTIFICATION PURSUANT TO RULE 13a-14(a)/RULE 15d-14(a) UNDER THE EXCHANGE ACT AND SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Dr. Anat Cohen-Dayag, certify that: 1. I have reviewed this annual report on Form 20-F of Compugen Ltd.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the

Second Amendment to the Research and Development Collaboration and License Agreement, by and between Compugen Ltd. and Bayer, dated as of July 27, 2015.

Exhibit 4.5 Pursuant to Instruction 4(a) as to Exhibits of Form 20-F, certain identified information (marked by [***]) has been excluded from the exhibit because it is both not material and is the type that the registrant treats as private or confidential. Second Amendment Agreement to Research and Development Collaboration and License Agreement This Second Amendment Agreement is entered into as o

Amendment No. 1 to Master Clinical Trial Collaboration Agreement, between the Company and Bristol Myers Squibb Company, dated February 14, 2020.

Exhibit 4.18 EXECUTION COPY Pursuant to Instruction 4(a) as to Exhibits of Form 20-F, certain identified information (marked by [*]) has been excluded from the exhibit because it is both not material and is the type that the registrant treats as private or confidential. AMENDMENT NO. 1 TO MASTER CLINICAL TRIAL COLLABORATION AGREEMENT THIS AMENDMENT NO. 1 TO MASTER CLINICAL TRIAL COLLABORATION AGRE

Third Amendment to Research and Development Collaboration and License Agreement, by and between Compugen Ltd. and Bayer, dated as of April 17, 2016.

Exhibit 4.6 Pursuant to Instruction 4(a) as to Exhibits of Form 20-F, certain identified information (marked by [***]) has been excluded from the exhibit because it is both not material and is the type that the registrant treats as private or confidential. Third Amendment to the Research and Development Collaboration and License Agreement This is the third Amendment (hereinafter ?Third Amendment?)

First Amendment to the Research and Development Collaboration and License Agreement, by and between Compugen Ltd. and Bayer dated as of February 5, 2014.

Exhibit 4.4 Pursuant to Instruction 4(a) as to Exhibits of Form 20-F, certain identified information (marked by [***]) has been excluded from the exhibit because it is both not material and is the type that the registrant treats as private or confidential. First Amendment to the Research and Development Collaboration and License Agreement This is the first Amendment (hereinafter ?Amendment?) to th

Amendment No. 2 to Master Clinical Trial Collaboration Agreement, between the Company and Bristol Myers Squibb Company, dated February 19, 2021.

Exhibit 4.19 Pursuant to Instruction 4(a) as to Exhibits of Form 20-F, certain identified information (marked by [*]) has been excluded from the exhibit because it is both not material and is the type that the registrant treats as private or confidential. Execution Version Amendment No. 2 to Master Clinical Trial Collaboration Agreement This Amendment No. 2 to Master Clinical Trial Collaboration A

Description of Securities

Exhibit 2.1 DESCRIPTION OF SECURITIES The descriptions of the securities contained herein summarize the material terms and provisions of the ordinary shares of Compugen Ltd. (the ?Company?), registered under Section 12 of the Securities Exchange Act of 1934. ORDINARY SHARES Our authorized share capital is NIS 2,000,000 divided into 200,000,000 ordinary shares, nominal (par) value NIS 0.01 per shar

Consent of Kost Forer Gabbay & Kasierer, a member firm of Ernst & Young Global.

EX-15.1 16 exhibit15-1.htm EXHIBIT15.1 Exhibit 15.1 Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 333-169239, 333-204869, 333-223937, 333-240182, 333-251263) pertaining to the Employee’s share option plans of Compugen Ltd. and Registration Statements on Form F-3 (File No. 333-240183) of our rep

Certification by Principal Financial and Accounting Officer pursuant to Rule 13a-14(a)/Rule 15d-14(a) under the Exchange Act and Section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit 12.2 CERTIFICATION PURSUANT TO RULE 13a-14(a)/RULE 15d-14(a) UNDER THE EXCHANGE ACT AND SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Ari Krashin, certify that: 1. I have reviewed this annual report on Form 20-F of Compugen Ltd.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statement

Amendment No. 3 to Master Clinical Trial Collaboration Agreement, between the Company and Bristol Myers Squibb Company, dated November 10, 2021.

Exhibit 4.20 Pursuant to Instruction 4(a) as to Exhibits of Form 20-F, certain identified information (marked by [*]) has been excluded from the exhibit because it is both not material and is the type that the registrant treats as private or confidential. EXECUTION VERSION Amendment No. 3 to Master Clinical Trial Collaboration Agreement This Amendment No. 3 to Master Clinical Trial Collaboration A

Amended and Restated Form of Indemnification Undertaking and Exemption and Release between Compugen Ltd. and its directors and office holders.

Exhibit 4.8 , Dear Sir, You are of Compugen Ltd. (the ?Company?) [reporting to the Chief Executive Officer of the Company], and in order to enhance your service to the Company in an effective manner, the Company desires to provide for your indemnification and exemption and release as set forth herein (the ?Letter of Indemnification and Exemption?), to the fullest extent permitted by law and the Co

Certification by Principal Executive Officer and Principal Financial and Accounting Officer pursuant to Rule 13a-14(b)/Rule 15d-14(b) under the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Exhibit 13.1 CERTIFICATION PURSUANT TO RULE 13a-14(b)/RULE 15d-14(b) UNDER THE EXCHANGE ACT AND 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the annual report of Compugen Ltd. (the “Company”) on Form 20-F/A for the fiscal year ended December 31, 2021 as filed with the Securities and Exchange Commission on the date hereof (the “Repo

Description of Securities

Exhibit 2.1 DESCRIPTION OF SECURITIES The descriptions of the securities contained herein summarize the material terms and provisions of the ordinary shares of Compugen Ltd. (the ?Company?), registered under Section 12 of the Securities Exchange Act of 1934. ORDINARY SHARES Our authorized share capital is NIS 2,000,000 divided into 200,000,000 ordinary shares, nominal (par) value NIS 0.01 per shar

Second Amendment to the Research and Development Collaboration and License Agreement, by and between Compugen Ltd. and Bayer, dated as of July 27, 2015.

Exhibit 4.5 Pursuant to Instruction 4(a) as to Exhibits of Form 20-F, certain identified information (marked by [***]) has been excluded from the exhibit because it is both not material and is the type that the registrant treats as private or confidential. Second Amendment Agreement to Research and Development Collaboration and License Agreement This Second Amendment Agreement is entered into as o

Amended and Restated Form of Indemnification Undertaking and Exemption and Release between Compugen Ltd. and its directors and office holders.

Exhibit 4.8 , Dear Sir, You are of Compugen Ltd. (the ?Company?) [reporting to the Chief Executive Officer of the Company], and in order to enhance your service to the Company in an effective manner, the Company desires to provide for your indemnification and exemption and release as set forth herein (the ?Letter of Indemnification and Exemption?), to the fullest extent permitted by law and the Co

Compugen Reports Fourth Quarter and Full Year 2021 Results

EX-99.1 2 exhibit99-1.htm EXHIBIT 99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE: Compugen Reports Fourth Quarter and Full Year 2021 Results • Enrollment underway in all dose expansion studies with potential first-in-class anti-PVRIG antibody COM701 and potential best-in-class anti-TIGIT antibody COM902 • First data from combination studies expected in Q4 2022 • Enrollment in all ongoing studies expected

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

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 February 2022 Commission File Number 000-30902 COMPUGEN LTD. (Translation of registrant's name into English) 26 Harokmim Street Holon 5885849, Israel (Address of Principal Executive Offices) In

Compugen Announces Appointment of Dr. Mathias Hukkelhoven to its Board of Directors

Exhibit 99.2 FOR IMMEDIATE RELEASE Compugen Announces Appointment of Dr. Mathias Hukkelhoven to its Board of Directors HOLON, Israel – February 24, 2022 –Compugen Ltd. (Nasdaq: CGEN, “Compugen”, the “Company”), a clinical-stage cancer immunotherapy company and a leader in predictive target discovery, announced today the appointment of Mathias Hukkelhoven, Ph.D., formerly Senior Vice President, Glo

CGEN / Compugen Ltd. / Nikko Asset Management Americas, Inc. - SC13GA Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* Compugen, Ltd. (Name of Issuer) Ordinary Shares, par value NIS 0.01 (Title of Class of Securities) M25722105 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant

CGEN / Compugen Ltd. / ARK Investment Management LLC - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.

CGEN / Compugen Ltd. / Sumitomo Mitsui Trust Holdings, Inc. - AMENDMENT NO. 3 Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 3)* Compugen, Ltd. (Name of Issuer) Ordinary Shares, par value NIS 0.01 (Title of Class of Securities) M25722105 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursua

CGEN / Compugen Ltd. / BRISTOL MYERS SQUIBB CO - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* Compugen Ltd. (Name of Issuer) Ordinary Shares, par value NIS 0.01 (Title of Class of Securities) M25722105 (CUSIP Number) November 10, 2021 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursuant to

Compugen Reports Third Quarter 2021 Results

EX-99.4 5 exhibit99-4.htm EXHIBIT 99.4 Exhibit 99.4 FOR IMMEDIATE RELEASE Compugen Reports Third Quarter 2021 Results • COM701, Opdivo® and BMS-986207, triple combination dose escalation Phase 1/2 data being presented at 36th Annual Meeting of the Society for Immunotherapy of Cancer (SITC) clears the path to studies in select biomarker informed tumor types • COM902 monotherapy dose escalation Phas

Securities Purchase Agreement, dated November 10, 2021, by and between the Company and BMS.

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this ?Agreement?) is dated as of November 10, 2021, between Compugen Ltd., a corporation organized under the laws of the State of Israel (the ?Company?), and Bristol-Myers Squibb Company (the ?Purchaser?), a Delaware corporation. WHEREAS, concurrently with the entering into of this Agreement, the Company and Purchaser a

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 November 2021 Commission File Number 000-30

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 November 2021 Commission File Number 000-30902 COMPUGEN LTD. (Translation of registrant's name into English) 26 Harokmim Street Holon 5885849, Israel (Address of Principal Executive Offices) In

Amendment No. 3 to Master Clinical Trial Collaboration Agreement, dated November 10, 2021, by and between Compugen Ltd. and Bristol-Myers Squibb Company.

Exhibit 10.2 Certain confidential information contained in this document, marked by [*], has been omitted because Compugen Ltd. has determined that the information is (i) not material and (ii) would likely cause competitive harm to Compugen Ltd. if publicly disclosed. EXECUTION VERSION CONIFDENTIAL Amendment No. 3 to Master Clinical Trial Collaboration Agreement This Amendment No. 3 to Master Clin

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 November 2021 Commission File Number 000-30

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 November 2021 Commission File Number 000-30902 COMPUGEN LTD. (Translation of registrant?s name into English) 26 Harokmim Street Holon 5885849, Israel (Address of Principal Executive Offices) In

Compugen Announces Collaboration Expansion with Bristol Myers Squibb alongside $20 Million Equity Investment

EX-99.1 4 exhibit99-1.htm EXHIBIT 99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE Compugen Announces Collaboration Expansion with Bristol Myers Squibb alongside $20 Million Equity Investment • Investment is intended to enhance the strategic collaboration between Compugen and Bristol Myers Squibb and support the continued execution of the clinical programs • Ongoing clinical programs aimed at testing Compu

Compugen Presents Initial Translational Data Supporting the Differentiation of PVRIG Compared to TIGIT and PD-1 as a Novel Checkpoint on the DNAM Axis at SITC 2021

EX-99.2 3 exhibit99-2.htm EXHIBIT 99.2 Exhibit 99.2 FOR IMMEDIATE RELEASE Compugen Presents Initial Translational Data Supporting the Differentiation of PVRIG Compared to TIGIT and PD-1 as a Novel Checkpoint on the DNAM Axis at SITC 2021 • Data presented further support Compugen’s earlier findings that PVRIG plays a distinct role within the DNAM axis, with the potential to trigger robust immune re

Compugen Presents Preliminary Results from Phase 1/2 Dose Escalation Study of COM701 with Opdivo® and BMS-986207 (Anti-TIGIT Antibody) at SITC 2021

Exhibit 99.1 FOR IMMEDIATE RELEASE Compugen Presents Preliminary Results from Phase 1/2 Dose Escalation Study of COM701 with Opdivo? and BMS-986207 (Anti-TIGIT Antibody) at SITC 2021 ? Dose escalation study clears the path to a comprehensive evaluation of Compugen?s DNAM axis hypothesis of triple blockade of PVRIG, TIGIT and PD-1 pathways in select biomarker informed indications ? Triple combinati

Compugen Presents Preliminary Results from Phase 1 Dose Escalation Monotherapy Study of COM902 a High Affinity Anti-TIGIT Antibody at SITC 2021

Exhibit 99.3 FOR IMMEDIATE RELEASE Compugen Presents Preliminary Results from Phase 1 Dose Escalation Monotherapy Study of COM902 a High Affinity Anti-TIGIT Antibody at SITC 2021 ? COM902, high affinity, IgG4, reduced Fc effector function, anti-TIGIT antibody was well tolerated with a favorable safety profile ? Encouraging preliminary anti-tumor activity with 9 of 18 patients (50%) with a best res

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 September 2021 Commission File Number 000-3

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 September 2021 Commission File Number 000-30902 COMPUGEN LTD. (Translation of registrant?s name into English) 26 Harokmim Street Holon 5885849, Israel (Address of Principal Executive Offices) I

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 July 2021 Commission File Number 000-30902

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 July 2021 Commission File Number 000-30902 COMPUGEN LTD. (Translation of registrant?s name into English) 26 Harokmim Street Holon 5885849, Israel (Address of Principal Executive Offices) Indica

PROXY STATEMENT COMPUGEN LTD. 26 Harokmim Street, Bldg. D Holon, Israel 2021 Annual General Meeting of Shareholders To be Held on September 2, 2021

Exhibit 99.1 July 29, 2021 Dear Shareholder, You are cordially invited to attend, and notice is hereby given of, the 2021 Annual General Meeting of Shareholders of Compugen Ltd. (the ?Company?) to be held at the Company?s offices at 26 Harokmim Street, Bldg. D, Holon, Israel, on Thursday, September 2, 2021 at 5:00 PM (Israel time) (the ?Meeting?) for the following purposes: 1. To re-elect seven (7

Compugen Reports Second Quarter 2021 Results

EX-99.1 2 exhibit99-1.htm EXHIBIT 99.1 Exhibit 99.1 Compugen Reports Second Quarter 2021 Results • Compugen is the only company evaluating a potential synergistic triple blockade of PVRIG, TIGIT and PD-1 in the clinic, a comprehensive evaluation of the DNAM axis and a key differentiator in the TIGIT space • Updated data from first in class anti-PVRIG, COM701 Phase 1 monotherapy and in combination

MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION

EX-99.3 4 exhibit99-3.htm EXHIBIT 99.3 Exhibit 99.3 MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION RESULTS OF OPERATIONS Six months ended June 30, 2021 and 2020 Research and Development Expenses. Research and development, or R&D, expenses increased by approximately 54% to approximately $14.1 million for the first six months of 2021 from approximately $9.2 mil

COMPUGEN LTD. AND ITS SUBSIDIARY INTERIM CONSOLIDATED FINANCIAL STATEMENTS AS OF JUNE 30, 2021 U.S. DOLLARS IN THOUSANDS

Exhibit 99.2 COMPUGEN LTD. AND ITS SUBSIDIARY INTERIM CONSOLIDATED FINANCIAL STATEMENTS AS OF JUNE 30, 2021 U.S. DOLLARS IN THOUSANDS UNAUDITED INDEX Page Consolidated Balance Sheets F - 2 - F - 3 Consolidated Statements of Comprehensive Loss F - 4 Consolidated Statements of Changes in Shareholders’ Equity F - 5 Consolidated Statements of Cash Flows F - 6 Notes to Consolidated Financial Statements

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 July 2021 Commission File Number 000-30902

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 July 2021 Commission File Number 000-30902 COMPUGEN LTD. (Translation of registrant's name into English) 26 Harokmim Street Holon 5885849, Israel (Address of Principal Executive Offices) Indica

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

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 June 2021 Commission File Number 000-30902 COMPUGEN LTD. (Translation of registrant?s name into English) 26 Harokmim Street Holon 5885849, Israel (Address of Principal Executive Offices) Indica

Compugen Announces Updated Data from Phase 1 Study of COM701, First- in-Class Anti- PVRIG, at the ASCO 2021 Annual Meeting

Exhibit 99.1 FOR IMMEDIATE RELEASE Compugen Announces Updated Data from Phase 1 Study of COM701, First- in-Class Anti- PVRIG, at the ASCO 2021 Annual Meeting Data show ongoing durable responses beyond one year in monotherapy and in combination with Opdivo? in heavily pre-treated patients including one patient with prior progression on Opdivo? Preliminary biomarker data reveal immune activation evi

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 May 2021 Commission File Number 000-30902 C

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 May 2021 Commission File Number 000-30902 COMPUGEN LTD. (Translation of registrant?s name into English) 26 Harokmim Street Holon 5885849, Israel (Address of Principal Executive Offices) Indicat

Compugen Reports First Quarter 2021 Results Updated data from COM701 Phase 1 combination and monotherapy studies to be presented at the American Society of Clinical Oncology (ASCO) 2021 Annual Meeting Milestone rich 2021 to include data readouts from

Exhibit 99.1 Compugen Reports First Quarter 2021 Results Updated data from COM701 Phase 1 combination and monotherapy studies to be presented at the American Society of Clinical Oncology (ASCO) 2021 Annual Meeting Milestone rich 2021 to include data readouts from ongoing COM701 triple combination study and COM902 monotherapy study in Q4 2021 Initiation of Phase 1b cohort expansion study of COM701

Description of Securities

EX-2.1 11 exhibit2-1.htm EXHIBIT 2.1 Exhibit 2.1 DESCRIPTION OF SECURITIES The descriptions of the securities contained herein summarize the material terms and provisions of the ordinary shares of Compugen Ltd. (the “Company”), registered under Section 12 of the Securities Exchange Act of 1934. ORDINARY SHARES Our authorized share capital is NIS 2,000,000 divided into 200,000,000 ordinary shares,

Certification by Principal Financial and Accounting Officer pursuant to Rule 13a-14(a)/Rule 15d-14(a) under the

Exhibit 12.2 CERTIFICATION PURSUANT TO RULE 13a-14(a)/RULE 15d-14(a) UNDER THE EXCHANGE ACT AND SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Ari Krashin, certify that: 1. I have reviewed this annual report on Form 20-F of Compugen Ltd.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statement

Certification by Principal Executive Officer and Principal Financial and Accounting Officer pursuant to Rule

Exhibit 13.1 CERTIFICATION PURSUANT TO RULE 13a-14(b)/RULE 15d-14(b)UNDER THE EXCHANGE ACT AND 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the annual report of Compugen Ltd. (the “Company”) on Form 20-F for the fiscal year ended December 31, 2020 as filed with the Securities and Exchange Commission on the date hereof (the “Report”

Second Amendment to the Research and Development Collaboration and License Agreement, by and between

Exhibit 4.5 CONFIDENTIAL TREATMENT REQUESTED Second Amendment Agreement to Research and Development Collaboration and License Agreement This Second Amendment Agreement is entered into as of this 27th day of July, 2015 (the “Amendment Date”), by and between Bayer Pharma AG, a company formed under the laws of Germany, having a place of business at Müllerstraße 178, 13353 Berlin, Germany (“Bayer”) an

Addendum to Holon Lease made and entered into on October 14, 2020 by and between Kanit Hashalom Investments Ltd. and Compugen Ltd. (incorporated by reference to Exhibit 4.11 to Compugen’s Annual Report on Form 20-F for the year ended December 31, 2020, filed with the SEC on February 25, 2021 (File No. 000-30902))

EX-4.11 16 exhibit4-11.htm EXHIBIT 4.11 Exhibit 4.11 Note: This Addendum and the negotiations carried out in connection therewith are not binding to the Lessor until duly signed by the Lessor’s authorized signatories. Azrieli Center Holon ADDENDUM TO OFFICE LEASE AGREEMENT dated 15.3.15 Option Exercise (hereinafter – the “Addendum”) Made and Entered into in Tel Aviv on 14 October 2020 Among Kanit

- 20-F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F ?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, 2020 OR ?TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1

Amendment No. 2 to the License Agreement, between the Company and MedImmune, dated September 16, 2020 (incorporated by reference to Exhibit 4.14 to Compugen’s Annual Report on Form 20-F for the year ended December 31, 2020, filed with the SEC on February 25, 2021 (File No. 000-30902)).

EX-4.14 17 exhibit4-14.htm EXHIBIT 4.14 Exhibit 4.14 Execution Version AMENDMENT NO. 2 TO THE LICENSE AGREEMENT THIS AMENDMENT NO. 2 TO THE LICENSE AGREEMENT (this “Amendment”) is made and entered into as of September 16, 2020 (the “Amendment Effective Date”), by and between MedImmune Limited, a company incorporated in England and a member of the AstraZeneca Group having an address of Milstein Bui

Current Report of Foreign Issuer - 6-K

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 February 2021 Commission File Number 000-30902 COMPUGEN LTD. (Translation of registrant’s name into English) 26 Harokmim Street Holon 5885849, Israel (Address of Principal Executive Offices) In

Third Amendment to Research and Development Collaboration and License Agreement, by and between

Exhibit 4.6 CONFIDENTIAL TREATMENT REQUESTED Third Amendment to the Research and Development Collaboration and License Agreement This is the third Amendment (hereinafter “Third Amendment”) to the Research and Development Collaboration and License Agreement between Bayer Pharma AG, a company formed under the laws of Germany, having a place of business at Muellerstrasse 178, 13353 Berlin, Germany (h

Certification by Principal Executive Officer pursuant to Rule 13a-14(a)/Rule 15d-14(a) under the Exchange Act

Exhibit 12.1 CERTIFICATION PURSUANT TO RULE 13a-14(a)/RULE 15d-14(a) UNDER THE EXCHANGE ACT AND SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Dr. Anat Cohen-Dayag, certify that: 1. I have reviewed this annual report on Form 20-F of Compugen Ltd.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the

First Amendment to the Research and Development Collaboration and License Agreement, by and between

Exhibit 4.4 CONFIDENTIAL TREATMENT REQUESTED First Amendment to the Research and Development Collaboration and License Agreement This is the first Amendment (hereinafter “Amendment”) to the Research and Development Collaboration and License Agreement between Bayer Pharma AG, a company formed under the laws of Germany, having a place of business at Muellerstrasse 178, 13353 Berlin, Germany (hereina

Research and Development Collaboration and License Agreement, dated August 5, 2013, by and between

EX-4.3 12 exhibit4-3.htm EXHIBIT 4.3 Exhibit 4.3 CONFIDENTIAL TREATMENT REQUESTED Research and Development Collaboration and License Agreement This Research and Development Collaboration and License Agreement (the “Agreement”), effective as of 5 August, 2013 (the “Effective Date”), is entered into by and between Bayer Pharma AG, a company formed under the laws of Germany, having a place of busines

Consent of Kost Forer Gabbay & Kasierer, a member firm of Ernst & Young Global.

EX-15.1 22 exhibit15-1.htm EXHIBIT 15.1 Exhibit 15.1 Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 333-169239, 333-204869, 333-223937, 333-240182, 333, 251263) pertaining to the Employee’s share option plans of Compugen Ltd. and Registration Statements on Form F-3 (File No. 333-240183) of our r

Compugen Announces Data Update from COM701 Phase 1 Clinical Trial

Exhibit 99.1 FOR IMMEDIATE RELEASE Compugen Announces Data Update from COM701 Phase 1 Clinical Trial Durable responses observed with COM701 in combination with Opdivo? including a confirmed complete response in a patient with prior progression on Opdivo? COM701 monotherapy demonstrates signals of antitumor activity supporting the potential role of PVRIG inhibition in patients who have exhausted al

Compugen Reports Fourth Quarter and Full Year 2020 Results Encouraging signals of anti-tumor activity demonstrated across COM701 Phase 1 combination and monotherapy studies with durable responses, including a complete response, in tumor types typical

Exhibit 99.2 FOR IMMEDIATE RELEASE Compugen Reports Fourth Quarter and Full Year 2020 Results Encouraging signals of anti-tumor activity demonstrated across COM701 Phase 1 combination and monotherapy studies with durable responses, including a complete response, in tumor types typically unresponsive to checkpoint inhibitors Expansion of DNAM axis clinical programs to include Phase 1b cohort expans

Amendment No. 2 to Master Clinical Trial Collaboration Agreement

Exhibit 10.1 Certain confidential information contained in this document, marked by [*], has been omitted because Compugen Ltd. has determined that the information is (i) not material and (ii) would likely cause competitive harm to Compugen Ltd. if publicly disclosed. Execution Version Amendment No. 2 to Master Clinical Trial Collaboration Agreement This Amendment No. 2 to Master Clinical Trial Co

Compugen Expands Clinical Collaboration Agreement with Bristol Myers Squibb with Phase 1b Combination Study of COM701 with

Exhibit 99.1 FOR IMMEDIATE RELEASE Compugen Expands Clinical Collaboration Agreement with Bristol Myers Squibb with Phase 1b Combination Study of COM701 with Opdivo? Cohort expansion study expected to commence in the second quarter of 2021 HOLON, ISRAEL ? February 22, 2021 ? Compugen Ltd. (Nasdaq: CGEN), a clinical-stage cancer immunotherapy company and a leader in predictive target discovery, ann

Current Report of Foreign Issuer - 6-K

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 February 2021 Commission File Number 000-30902 COMPUGEN LTD. (Translation of registrant?s name into English) 26 Harokmim Street Holon 5885849, Israel (Address of Principal Executive Offices) In

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 3)* Compugen Ltd. (Name of Issuer) Ordinary Shares, par value NIS 0.01 (Title of Class of Securities) (CUSIP N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)*

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Compugen, Ltd. (Name of Issuer) Ordinary Shares, par value NIS 0.01 (Title of Class of Securities) M25722105 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2 )*

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2 )* Compugen, Ltd. (Name of Issuer) Ordinary Shares, par value NIS 0.01 (Title of Class of Securities) M25722105 (CUSIP Number) December 31, 2020 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuan

Current Report of Foreign Issuer - 6-K

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 December 2020 Commission File Number 000-30902 COMPUGEN LTD. (Translation of registrant’s name into English) 26 Harokmim Street Holon 5885849, Israel (Address of Principal Executive Offices) In

Compugen Announces First Development Milestone in License Agreement with AstraZeneca for the Development of Bispecific and Multi-Specific Antibody Products

Exhibit 99.1 FOR IMMEDIATE RELEASE Compugen Announces First Development Milestone in License Agreement with AstraZeneca for the Development of Bispecific and Multi-Specific Antibody Products HOLON, ISRAEL – December 23, 2020 – Compugen Ltd. (Nasdaq: CGEN), a clinical-stage cancer immunotherapy company and a leader in predictive target discovery, announced today progress from its ongoing license ag

Current Report of Foreign Issuer - 6-K

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 December 2020 Commission File Number 000-30902 COMPUGEN LTD. (Translation of registrant?s name into English) 26 Harokmim Street Holon 5885849, Israel (Address of Principal Executive Offices) In

Compugen Ltd. 2021 Employee Share Purchase Plan (incorporated by reference to Exhibit 10.1 to Compugen’s Registration Statement on Form S-8 filed with the SEC on December 12, 2020 (File No. 333-251263)).

Exhibit 10.1 COMPUGEN LTD. 2021 EMPLOYEE SHARE PURCHASE PLAN 1. Purpose. The purpose of the Plan is to provide incentive for present and future eligible Participants to acquire equity interests (or increase existing equity interests) in the Company through the purchase of Shares in order to promote the interest of the Company. 2. Definitions. (a) ?Applicable Exchange? means the NASDAQ Stock Market

- S-8

As filed with the U.S. Securities and Exchange Commission on December 10, 2020. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 COMPUGEN LTD. (Exact name of registrant as specified in its charter) Israel N/A (State or other jurisdiction of (I.R.S. Employer incorporation or organization) I

Current Report of Foreign Issuer - 6-K

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 November 2020 Commission File Number 000-30902 COMPUGEN LTD. (Translation of registrant’s name into English) 26 Harokmim Street Holon 5885849, Israel (Address of Principal Executive Offices) In

Compugen Reports Third Quarter 2020 Results Initiated Phase 1/2 triple combination study to accelerate the direct evaluation of the DNAM axis hypothesis Enrollment in COM701 Phase 1 monotherapy expansion cohort and Phase 1 COM902 dose escalation stud

Exhibit 99.1 FOR IMMEDIATE RELEASE Compugen Reports Third Quarter 2020 Results Initiated Phase 1/2 triple combination study to accelerate the direct evaluation of the DNAM axis hypothesis Enrollment in COM701 Phase 1 monotherapy expansion cohort and Phase 1 COM902 dose escalation studies on track HOLON, ISRAEL – November 5, 2020 –– Compugen Ltd. (Nasdaq: CGEN), a clinical-stage cancer immunotherap

CGEN / Compugen Ltd. / ARK Investment Management LLC - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.

Current Report of Foreign Issuer - 6-K

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 September 2020 Commission File Number 000-30902 COMPUGEN LTD. (Translation of registrant’s name into English) 26 Harokmim Street Holon 5885849, Israel (Address of Principal Executive Offices) I

Compugen Doses First Patient in Phase 1/2 Triple Combination Study of COM701 with Bristol Myers Squibb’s Opdivo® and Anti-TIGIT Antibody

Exhibit 99.1 FOR IMMEDIATE RELEASE Compugen Doses First Patient in Phase 1/2 Triple Combination Study of COM701 with Bristol Myers Squibb’s Opdivo® and Anti-TIGIT Antibody Study accelerates evaluation of Compugen’s DNAM axis hypothesis and biomarker strategy HOLON, ISRAEL – September 8, 2020 – Compugen Ltd. (Nasdaq: CGEN), a clinical-stage cancer immunotherapy company and a leader in predictive ta

Current Report of Foreign Issuer - 6-K

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 September 2020 Commission File Number 000-30902 COMPUGEN LTD. (Translation of registrant’s name into English) 26 Harokmim Street Holon 5885849, Israel (Address of Principal Executive Offices) I

PROXY STATEMENT COMPUGEN LTD. 26 Harokmim Street, Bldg. D Holon, Israel 2020 Annual General Meeting of Shareholders To be Held on September 16, 2020

Exhibit 99.1 August 5, 2020 Dear Shareholder, You are cordially invited to attend, and notice is hereby given of, the 2020 Annual General Meeting of Shareholders of Compugen Ltd. (the “Company”) to be held at the Company’s offices at 26 Harokmim Street, Bldg. D, Holon, Israel, on September 16, 2020 at 5:00 PM (Israel time) (the “Meeting”) for the following purposes: 1. To re-elect seven (7) direct

Current Report of Foreign Issuer - 6-K

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 August 2020 Commission File Number 000-30902 COMPUGEN LTD. (Translation of registrant’s name into English) 26 Harokmim Street Holon 5885849, Israel (Address of Principal Executive Offices) Indi

-

August 5, 2020 Via EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Courtney Lindsay Re: Compugen Ltd. Registration Statement on Form F-3 Filed July 30, 2020 File No. 333-240183 Acceleration Request Requested Date: August 7, 2020 Requested Time: 4:00 P.M. Eastern Time Ladies and Gentlemen: In accordance with Rule 461 unde

Compugen Reports Second Quarter 2020 Results Initiation of triple combination study accelerating the evaluation of the DNAM axis hypothesis on-track for 2H 2020 Enrollment in COM701 Phase 1 monotherapy biomarker-driven expansion cohort on-track

Exhibit 99.1 FOR IMMEDIATE RELEASE Compugen Reports Second Quarter 2020 Results Initiation of triple combination study accelerating the evaluation of the DNAM axis hypothesis on-track for 2H 2020 Enrollment in COM701 Phase 1 monotherapy biomarker-driven expansion cohort on-track HOLON, ISRAEL, July 30, 2020 –– Compugen Ltd. (Nasdaq: CGEN), a clinical-stage cancer immunotherapy company and a leader

- S-8

As filed with the U.S. Securities and Exchange Commission on July 30, 2020. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 COMPUGEN LTD. (Exact name of registrant as specified in its charter) Israel N/A (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Ident

Form of Indenture between the Registrant and one or more trustees to be named.

Exhibit 4.2 COMPUGEN LTD., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [•], 20 Debt Securities Table Of Contents Page ARTICLE 1 DEFINITIONS 1 Section 1.01 Definitions of Terms 1 ARTICLE 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 5 Section 2.01 Designation and Terms of Securities 5 Section 2.02 Form of Securities and Trustee’s Certificate 8 Section 2.03

Compugen Ltd. 2010 Share Incentive Plan, as amended (incorporated by reference to Exhibit 4.1 to Compugen’s Registration Statement on Form S-8, filed with the SEC on July 30, 2020 (File No.333-240182)).

Exhibit 4.1 COMPUGEN LTD. AMENDED AND RESTATED 2010 SHARE INCENTIVE PLAN Adopted: July 25, 2010 EXTENDED: MAY 5, 2020 COMPUGEN LTD. AMENDED AND RESTATED 2010 SHARE INCENTIVE PLAN Unless otherwise defined, terms used herein shall have the meaning ascribed to them in Section 2 hereof. 1. PURPOSE; TYPES OF AWARDS; CONSTRUCTION. 1.1. Purpose. The purpose of this 2010 Share Incentive Plan (as amended,

- F-3

As filed with the Securities and Exchange Commission on July 30, 2020 Registration No.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION

Exhibit 99.3 MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION RESULTS OF OPERATIONS Six months ended June 30, 2020 and 2019 Research and Development Expenses. Research and development expenses decreased by approximately 18% to approximately $9.2 million for the first six months of 2020 from approximately $11.2 million for the comparable period of 2019. The decr

COMPUGEN LTD. AND ITS SUBSIDIARY INTERIM CONSOLIDATED FINANCIAL STATEMENTS AS OF JUNE 30, 2020 U.S. DOLLARS IN THOUSANDS

Exhibit 99.2 COMPUGEN LTD. AND ITS SUBSIDIARY INTERIM CONSOLIDATED FINANCIAL STATEMENTS AS OF JUNE 30, 2020 U.S. DOLLARS IN THOUSANDS UNAUDITED INDEX Page Consolidated Balance Sheets F - 2 - F - 3 Consolidated Statements of Comprehensive loss F - 4 Statements of Changes in Shareholders' Equity F - 5 Consolidated Statements of Cash Flows F - 6 Notes to Consolidated Financial Statements F - 7 - F - 

Current Report of Foreign Issuer - QUARTERLY REPORT

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 July 2020 Commission File Number 000-30902 COMPUGEN LTD. (Translation of registrant's name into English) 26 Harokmim Street Holon 5885849, Israel (Address of Principal Executive Offices) Indica

Compugen Announces FDA Clearance of IND Application for Phase 1/2 Triple Combination Study of COM701 with Bristol Myers Squibb’s Opdivo® (Nivolumab) and TIGIT Inhibitor

Exhibit 99.1 Compugen Announces FDA Clearance of IND Application for Phase 1/2 Triple Combination Study of COM701 with Bristol Myers Squibb’s Opdivo® (Nivolumab) and TIGIT Inhibitor Study to evaluate simultaneous blockade of PVRIG, TIGIT and PD-1 immune checkpoints Study to accelerate clinical evaluation of Compugen’s DNAM axis hypothesis and biomarker-driven approach in advanced solid tumors to b

Current Report of Foreign Issuer - 6-K

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 June 2020 Commission File Number 000-30902 COMPUGEN LTD. (Translation of registrant’s name into English) 26 Harokmim Street Holon 5885849, Israel (Address of Principal Executive Offices) Indica