Compugen Ltd.

Registration Form • Oct 16, 2018

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

Notice of Exempt Offering of Securities

OMB Number:	3235-0076
Estimated average burden hours per response	4.00

1. Issuer's Identity
CIK (Filer ID Number)			Previous Names	X None	Entity Type
0001119774					X Corporation
Name of Issuer		Limited Partnership
COMPUGEN LTD	Limited Liability Company
	Jurisdiction of Incorporation/Organization
General Partnership ISRAEL
	Business Trust Year of Incorporation/Organization
	Other (Specify) X Over Five Years Ago
	Within Last Five Years (Specify Year)
Yet to Be Formed
2. Principal Place of Business and Contact Information
Name of Issuer
COMPUGEN LTD
Street Address 1				Street Address 2
26 HAROKMIM STREET			BUILDING D
City		State/Province/Country		ZIP/PostalCode	Phone Number of Issuer
HOLON	ISRAEL		5885849		011-972-3-765-8585
3. Related Persons
Last Name		First Name			Middle Name
Cohen-Dayag		Anat
Street Address 1		Street Address 2
c/o Compugen Ltd.		26 Harokmim Street
City		State/Province/Country			ZIP/PostalCode
Holon Relationship:	X Executive Officer	ISRAEL X	Director	Promoter	5885849
Clarification of Response (if Necessary):
Last Name		First Name			Middle Name
Sekhri		Paul
Street Address 1 c/o Compugen Ltd.		Street Address 2 26 Harokmim Street
City		State/Province/Country			ZIP/PostalCode
Holon		ISRAEL			5885849
Relationship:	Executive Officer	X	Director	Promoter
Clarification of Response (if Necessary):
Last Name		First Name			Middle Name
Aharonowitz		Yair
Street Address 1		Street Address 2
c/o Compugen Ltd.		26 Harokmim Street
City Holon		State/Province/Country ISRAEL			ZIP/PostalCode 5885849

Relationship:	Executive Officer		X Director	Promoter
Clarification of Response (if Necessary):
Last Name Bizzari Street Address 1 c/o Compugen Ltd. City Holon Relationship:	Executive Officer Clarification of Response (if Necessary):	First Name Jean-Pierre Street Address 2 ISRAEL	26 Harokmim Street State/Province/Country X Director	Promoter	Middle Name ZIP/PostalCode 5885849
Last Name Halevy Street Address 1 c/o Compugen Ltd. City Holon Relationship:	Executive Officer	First Name Gilead Street Address 2 ISRAEL	26 Harokmim Street State/Province/Country X Director	Promoter	Middle Name ZIP/PostalCode 5885849
	Clarification of Response (if Necessary):
Last Name Savitzky Street Address 1 c/o Compugen Ltd. City Holon Relationship:	Executive Officer	First Name Kinneret Street Address 2 ISRAEL	26 Harokmim Street State/Province/Country X Director	Promoter	Middle Name Livnat ZIP/PostalCode 5885849
Clarification of Response (if Necessary):
Last Name Ovadia Street Address 1 c/o Compugen Ltd. City Holon Relationship:	Executive Officer	First Name Arie Street Address 2 ISRAEL	26 Harokmim Street State/Province/Country X Director	Promoter	Middle Name ZIP/PostalCode 5885849
	Clarification of Response (if Necessary):
Last Name Zweifach Street Address 1 c/o Compugen Ltd.		First Name Sanford Street Address 2	26 Harokmim Street		Middle Name
City Holon Relationship:	Executive Officer	ISRAEL	State/Province/Country X Director	Promoter	ZIP/PostalCode 5885849

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Krashin	Ari
Street Address 1	Street Address 2
c/o Compugen Ltd.	26 Harokmim Street
City	State/Province/Country	ZIP/PostalCode
Holon	ISRAEL	5885849
Relationship:	Executive Officer Director X	Promoter
	Clarification of Response (if Necessary):
Last Name	First Name	Middle Name
Christoffersen	Kirk	A.
Street Address 1	Street Address 2
c/o Compugen Ltd.	26 Harokmim Street
City	State/Province/Country	ZIP/PostalCode
Holon	ISRAEL	5885849
Relationship:	X Executive Officer Director	Promoter
	Clarification of Response (if Necessary):
Last Name	First Name	Middle Name
Adewoye	Henry
Street Address 1	Street Address 2
c/o Compugen Ltd.	26 Harokmim Street
City	State/Province/Country	ZIP/PostalCode
Holon	ISRAEL	5885849
Relationship:	X Executive Officer Director	Promoter
	Clarification of Response (if Necessary):
Last Name	First Name	Middle Name
Hunter	John
Street Address 1	Street Address 2
c/o Compugen Ltd.	26 Harokmim Street
City	State/Province/Country	ZIP/PostalCode
Holon	ISRAEL	5885849
Relationship:	X Executive Officer Director	Promoter
	Clarification of Response (if Necessary):
Last Name	First Name	Middle Name
Levine	Zurit
Street Address 1	Street Address 2
c/o Compugen Ltd.	26 Harokmim Street
City	State/Province/Country	ZIP/PostalCode
Holon	ISRAEL	5885849
Relationship:	X Executive Officer Director	Promoter
	Clarification of Response (if Necessary):

4. Industry Group

Agriculture	Health Care	Retailing
Banking & Financial Services	Biotechnology	Restaurants
Commercial Banking	Health Insurance	Technology Computers
Insurance Investing Investment Banking	Hospitals & Physicians Pharmaceuticals Other Health Care	Telecommunications Other Technology
Pooled Investment Fund	Manufacturing	Travel
Is the issuer registered as an investment company under the Investment Company Act of 1940? Yes No Other Banking & Financial Services Business Services	Real Estate Commercial Construction REITS & Finance Residential Other Real Estate	Airlines & Airports Lodging & Conventions Tourism & Travel Services Other Travel X Other
Energy
Coal Mining
Electric Utilities
Energy Conservation Environmental Services
Oil & Gas
Other Energy

5. Issuer Size

Revenue Range No Revenues	OR	Aggregate Net Asset Value Range No Aggregate Net Asset Value
\$1 - \$1,000,000		\$1 - \$5,000,000
\$1,000,001 - \$5,000,000		\$5,000,001 - \$25,000,000
\$5,000,001 - \$25,000,000		\$25,000,001 - \$50,000,000
\$25,000,001 - \$100,000,000		\$50,000,001 - \$100,000,000
Over \$100,000,000		Over \$100,000,000
X Decline to Disclose		Decline to Disclose
Not Applicable		Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

Section 3(c)(7)
7. Type of Filing
X New Notice Date of First Sale 2018-10-11 Amendment	First Sale Yet to Occur
8. Duration of Offering
Does the Issuer intend this offering to last more than one year?	Yes X No
9. Type(s) of Securities Offered (select all that apply)
X Equity Debt Option, Warrant or Other Right to Acquire Another Security Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security	Pooled Investment Fund Interests Tenant-in-Common Securities Mineral Property Securities Other (describe)
10. Business Combination Transaction
Is this offering being made in connection with a business combination transaction, such as a Yes X No merger, acquisition or exchange offer? Clarification of Response (if Necessary):
11. Minimum Investment
Minimum investment accepted from any outside investor \$ 0 USD 12. Sales Compensation
Recipient	Recipient CRD Number X None
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
Street Address 1	Street Address 2
City State/Province/Country	ZIP/Postal Code
State(s) of Solicitation All States Non-US/Foreign AL AK AZ AR CA CO CT IL IN IA KS KY LA ME MT NE NV NH NJ NM NY	DE DC FL GA HI ID MD MA MI MN MS MO NC ND OH OK OR PA

RI SC SD	TN TX	UT	VT VA WA	WV WI	WY PR
13. Offering and Sales Amounts
Total Offering Amount	\$ 12,000,000	USD	or Indefinite
Total Amount Sold	\$ 12,000,000	USD

Total Remaining to be Sold	\$ 0	USD or Indefinite
----------------------------	------	-------------------------

Clarification of Response (if Necessary):

14. Investors

Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.

Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering: 1

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions	\$ 0 USD	Estimate
Finders' Fees	\$ 0 USD	Estimate

Clarification of Response (if Necessary):

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

\$ 0 USD Estimate

Clarification of Response (if Necessary):

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and submitting this notice.

Terms of Submission

In submitting this notice, each identified issuer is:

• Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*
• Irrevocably appointing each of the Secretary of the SEC and the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of

1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes; or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.

• Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Regulation D for one of the reasons stated in Rule 505(b)(2)(iii) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer	Signature	Name of Signer	Title	Date
COMPUGEN LTD	/s/ Dr. Anat Cohen-Dayag	Dr. Anat Cohen-Dayag	CEO and President	2018-10-16

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

^* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.