COMPUGEN LTD

Foreign Filer Report • Aug 7, 2023

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)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F ☑ Form 40-F ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

Compugen Ltd.

On August 7, 2023, Compugen Ltd. (the “ Company ”) issued a press release reporting the Company’s 2023 second quarter results (the “ Press Release ”), a copy of which is furnished as Exhibit 99.1 to this Report on Form 6-K. With the exception of the 2 nd , 3 rd and 4 th paragraphs of the Press Release, the information contained in the Press Release is hereby incorporated by reference herein.

Second Quarter 2022 Financial Results

The unaudited interim consolidated financial statements of the Company and its subsidiary as of June 30, 2023 and December 31, 2022 and for the six months ended June 30, 2023 and 2022 are furnished as Exhibit 99.2 to this Report on Form 6-K and incorporated by reference herein. Management’s Discussion and Analysis of Results of Operations and Financial Condition of the Company as of and for the six months ended June 30, 2023 are furnished as Exhibit 99.3 to this Report on Form 6-K and incorporated by reference herein.

The information contained in this Report on Form 6-K is hereby incorporated by reference into the Company’s Registration Statement on Form F-3, File No. 333-270985.

Exhibits

Exhibit Number Description of Exhibit

99.1 Press Release dated August 7, 2023 .

99.2 Unaudited interim consolidated financial statements as of June 30, 2023 and December 31, 2022 and for the six months ended June 30, 2023 and 2022.

99.3 Management’s Discussion and Analysis of Results of Operations and Financial Condition of the Company as of and for the six months ended June 30, 2023 .

101 The following financial information from Compugen Ltd.’s Report on Form 6-K, formatted in Inline XBRL (ieXtensible Business Reporting Language): (i) condensed consolidated balance sheets as of June 30, 2023 and December 31, 2022; (ii) condensed consolidated statements of comprehensive loss for the six months ended June 30, 2023 and 2022; (iii) condensed consolidated statements of changes in shareholders’ equity for the six months ended June 30, 2023 and 2022; (iv) condensed consolidated statements of cash flows for the six months ended June 30, 2023 and 2022; and (v) notes to condensed consolidated financial statements.

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

/s/ Eran Ben Dor
Eran Ben Dor General Counsel