SEC Comment Letter 0000000000-23-003440 to COMPUGEN LTD (CGEN) (CIK 0001119774) (CGEN)
COMPUGEN LTD (CGEN) (CIK 0001119774)
Date: April 5, 2023 · CIK: 0001119774 · Accession: 0000000000-23-003440
AI Filing Summary & Sentiment
File numbers found in text: 333-270985
Letter
United States securities and exchange commission logo April 5, 2023 Alberto Sessa Chief Financial Officer Compugen Ltd. 26 Harokmim St. Building D Holon 5885849, Israel Re:Compugen Ltd. Registration Statement on Form F-3 Filed March 30, 2023 File No. 333-270985 Dear Alberto Sessa: We have limited our review of your registration statement to those issues we have addressed in our comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments. Registration Statement on Form F-3 General 1.Please disclose the recent bankruptcy of SVB Securities’ parent company and describe any impact that it may have on your at-the-market offering or SVB Securities’ ability to perform its selling agent duties in that offering. If you do not expect the bankruptcy to have any impact on the offering or SVB Securities’ ability to serve as selling agent, disclose why and provide the basis for that belief. Revise the risk factor disclosure on page S-7 or add a new risk factor to describe any risks that may arise as a result of the bankruptcy. If you do not believe that a description of any such risks is necessary, disclose why and provide the basis for that belief.
FirstName LastNameAlberto Sessa Comapany NameCompugen Ltd. April 5, 2023 Page 2 FirstName LastName Alberto Sessa Compugen Ltd. April 5, 2023 Page 2 We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. You may contact Doris Stacey Gama at 202-551-3188 or Joe McCann at 202-551- 6262 with any other questions. Sincerely, Division of Corporation Finance Office of Life Sciences cc: Daniel I. Goldberg, Esq.
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United States securities and exchange commission logo
April 5, 2023
Alberto Sessa
Chief Financial Officer
Compugen Ltd.
26 Harokmim St. Building D
Holon 5885849, Israel
Re:Compugen Ltd.
Registration Statement on Form F-3
Filed March 30, 2023
File No. 333-270985
Dear Alberto Sessa:
We have limited our review of your registration statement to those issues we have
addressed in our comments. In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form F-3
General
1.Please disclose the recent bankruptcy of SVB Securities’ parent company and describe
any impact that it may have on your at-the-market offering or SVB Securities’ ability to
perform its selling agent duties in that offering. If you do not expect the bankruptcy to
have any impact on the offering or SVB Securities’ ability to serve as selling agent,
disclose why and provide the basis for that belief. Revise the risk factor disclosure on
page S-7 or add a new risk factor to describe any risks that may arise as a result of the
bankruptcy. If you do not believe that a description of any such risks is necessary, disclose
why and provide the basis for that belief.
FirstName LastNameAlberto Sessa
Comapany NameCompugen Ltd.
April 5, 2023 Page 2
FirstName LastName
Alberto Sessa
Compugen Ltd.
April 5, 2023
Page 2
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
You may contact Doris Stacey Gama at 202-551-3188 or Joe McCann at 202-551-
6262 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc: Daniel I. Goldberg, Esq.