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Correspondence 0001178913-23-002972 from COMPUGEN LTD (CGEN) (CIK 0001119774) (CGEN)

COMPUGEN LTD (CGEN) (CIK 0001119774)
Date: Aug. 23, 2023 · CIK: 0001119774 · Accession: 0001178913-23-002972

AI Filing Summary & Sentiment

File numbers found in text: 000-30902

Referenced dates: August 15, 2023

Date
August 23, 2023
Author
Cooley LLP
Form
CORRESP
Company
COMPUGEN LTD (CGEN) (CIK 0001119774)

Letter

Via EDGAR Division of Corporation Finance Office of Life Sciences Attention: 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 Compugen Ltd. (the “Company”), we are providing this letter in response to the comment (the “Comment”) received from the staff of the U.S. Securities and Exchange Commission’s Division of Corporation Finance (the “Staff”) by letter dated August 15, 2023 with respect to the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2022 (the “Form 20-F”) filed on February 28, 2023. Concurrently with the submission of this response letter, the Company is filing an amendment to the Form 20-F (the “Form 20-F/A”).

Set forth below is the Company’s response to the Comment. For your convenience, we have incorporated into this response letter in italics the Staff’s Comment followed by the Company’s response.

Form 20-F for the Fiscal Year Ended December 31, 2022

Exhibit 13.1, page 1

1.

Please amend your filing to provide revised Section 906 certifications that refer to the correct fiscal year end of December 31, 2022. In doing so, please refile the Form 20-F in its entirety, along with updated certifications that are currently dated and refer to the Form 20-F/A.

RESPONSE: The Company respectfully advises the Staff that concurrently with this letter, the Company is filing Amendment No. 1 on Form 20-F/A, including new certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 as Exhibit 13.1 referring to the correct fiscal year ended December 31, 2022.

* * *

United States Securities and Exchange Commission

August 23, 2023

Page 2

We hope that the foregoing has been responsive to the Staff’s Comment. Please contact me at (212) 479-6722 with any questions or further comments regarding our response.

Sincerely,
Cooley LLP

Show Raw Text
CORRESP
1
filename1.htm

                Daniel Goldberg

                +1 212 479 6722

                dgoldberg@cooley.com

                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 Compugen Ltd. (the “Company”), we are providing this letter in response to the comment (the “Comment”) received from
      the staff of the U.S. Securities and Exchange Commission’s Division of Corporation Finance (the “Staff”) by letter dated August
      15, 2023 with respect to the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2022 (the “Form 20-F”)
      filed on February 28, 2023. Concurrently with the submission of this response letter, the Company is filing an amendment to the Form 20-F (the “Form 20-F/A”).

    Set forth below is the Company’s response to the Comment. For your convenience, we have incorporated into this response letter in
      italics the Staff’s Comment followed by the Company’s response.

    Form 20-F for the Fiscal Year Ended December 31, 2022

    Exhibit 13.1, page 1

          1.

            Please amend your filing to provide revised Section 906 certifications that refer to the correct fiscal year end of December 31, 2022. In doing so,
              please refile the Form 20-F in its entirety, along with updated certifications that are currently dated and refer to the Form 20-F/A.

    RESPONSE: The
      Company respectfully advises the Staff that concurrently with this letter, the Company is filing Amendment No. 1 on Form 20-F/A, including new certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 as Exhibit 13.1 referring to the
      correct fiscal year ended December 31, 2022.

    *          *          *

      United States Securities and Exchange Commission

      August 23, 2023

      Page 2

    We hope that the foregoing has been responsive to the Staff’s Comment. Please contact me at (212) 479-6722 with any questions or further
      comments regarding our response.

    Sincerely,

    Cooley LLP

    /s/ Daniel Goldberg

    Daniel Goldberg

    cc:          Eran Ben Dor, Compugen Ltd.

    Alberto Sessa, Compugen
        Ltd.

              Cooley LLP   55 Hudson Yards New York, New York 10001-2157

                t: (212) 479-6000  f: (212) 479-6275  cooley.com