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 2015
Commission File Number 000-30902
COMPUGEN LTD.
(Translation of registrant’s name into English)
|
72 Pinchas Rosen Street
|
Tel-Aviv 6951294, 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 x Form 40-F o
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): o
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): o
Compugen Ltd.
Second Quarter 2015 Financial Results
The unaudited interim consolidated financial statements of Compugen Ltd. (the “Company”) and its subsidiaries as of and for the six months ended June 30, 2015 are filed as Exhibit 99.1 to this Form 6-K and incorporated by reference herein. The Operating and Financial Review and Prospects of the Company as of and for the six months ended June 30, 2015 and June 30, 2014 are filed as Exhibit 99.2 to this Form 6-K and incorporated by reference herein.
The information contained in this Report is hereby incorporated by reference into the Company’s Registration Statements on Form F-3, File Nos. 333-185910 and 333-198368.
Exhibits
Exhibit
|
|
|
Number
|
|
Description of Exhibit
|
99.1
|
|
Unaudited interim consolidated financial statements as of and for the six months ended June 30, 2015.
|
99.2
|
|
Operating and Financial Review and Prospects as of and for the six months ended June 30, 2015 and June 30, 2014.
|
101
|
|
The following financial information from Compugen Ltd.’s Report on Form 6-K, formatted in XBRL (eXtensible Business Reporting Language): (i) consolidated balance sheets at June 30, 2015 and December 31, 2014; (ii) consolidated statements of comprehensive loss for the six months ended June 30, 2015 and 2014; (iii) consolidated statements of changes in shareholders’ equity for the six months ended June 30, 2015 and the year ended December 31, 2014; (iv) consolidated statements of cash flows for the six months ended June 30, 2015 and 2014; and (v) notes to the unaudited 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.
|
COMPUGEN LTD.
|
|
Date: August 4, 2015
|
By:
|
/s/ Donna Gershowitz
|
|
|
|
Donna Gershowitz
General Counsel
|
|
Exhibit 99.1
COMPUGEN LTD. AND ITS SUBSIDIARY
INTERIM CONSOLIDATED FINANCIAL STATEMENTS
AS OF JUNE 30, 2015
U.S. DOLLARS IN THOUSANDS
UNAUDITED
INDEX
COMPUGEN LTD. AND ITS SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
U.S. dollars in thousands
|
|
June 30,
|
|
|
December 31,
|
|
|
|
2015
|
|
|
2014
|
|
|
|
Unaudited
|
|
|
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CURRENT ASSETS:
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$ |
9,581 |
|
|
$ |
25,643 |
|
Restricted cash
|
|
|
546 |
|
|
|
543 |
|
Short-term bank deposits
|
|
|
85,526 |
|
|
|
47,142
|
|
Investment in Evogene
|
|
|
997 |
|
|
|
1,054 |
|
Other accounts receivable and prepaid expenses
|
|
|
1,474
|
|
|
|
716
|
|
|
|
|
|
|
|
|
|
|
Total current assets
|
|
|
98,124 |
|
|
|
75,098 |
|
|
|
|
|
|
|
|
|
|
NON-CURRENT ASSETS:
|
|
|
|
|
|
|
|
|
Long-term bank deposits
|
|
|
- |
|
|
|
35,026 |
|
Long-term prepaid expenses
|
|
|
99
|
|
|
|
108 |
|
Severance pay fund
|
|
|
2,171 |
|
|
|
2,024 |
|
Property and equipment, net
|
|
|
2,863 |
|
|
|
2,730 |
|
|
|
|
|
|
|
|
|
|
Total non- current assets
|
|
|
5,133 |
|
|
|
39,888 |
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$ |
103,257 |
|
|
$ |
114,986 |
|
The accompanying notes are an integral part of the consolidated financial statements.
COMPUGEN LTD. AND ITS SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
U.S. dollars in thousands (except share and per share data)
|
|
June 30,
|
|
|
December 31,
|
|
|
|
2015
|
|
|
2014
|
|
|
|
Unaudited
|
|
|
|
|
LIABILITIES AND SHAREHOLDERS' EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CURRENT LIABILITIES:
|
|
|
|
|
|
|
Trade payables
|
|
$ |
1,209 |
|
|
$ |
1,493 |
|
Deferred revenues
|
|
|
1,053 |
|
|
|
1,789 |
|
Research and development funding arrangement
|
|
|
210 |
|
|
|
421 |
|
Other accounts payable and accrued expenses
|
|
|
2,781 |
|
|
|
2,886 |
|
|
|
|
|
|
|
|
|
|
Total current liabilities
|
|
|
5,253 |
|
|
|
6,589 |
|
|
|
|
|
|
|
|
|
|
NON- CURRENT LIABILITIES:
|
|
|
|
|
|
|
|
|
Accrued severance pay
|
|
|
2,590 |
|
|
|
2,281 |
|
|
|
|
|
|
|
|
|
|
Total non-current liabilities
|
|
|
2,590 |
|
|
|
2,281 |
|
|
|
|
|
|
|
|
|
|
COMMITMENTS AND CONTINGENT LIABILITIES (NOTE 5)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SHAREHOLDERS' EQUITY:
|
|
|
|
|
|
|
|
|
Share capital:
|
|
|
|
|
|
|
|
|
Ordinary shares of NIS 0.01 par value: 100,000,000 shares authorized at June 30, 2015 and December 31, 2014; 50,460,402 and 50,254,492 shares issued and outstanding at June 30, 2015and December 31, 2014, respectively
|
|
|
138 |
|
|
|
137 |
|
Additional paid-in capital
|
|
|
326,304 |
|
|
|
324,053 |
|
Accumulated other comprehensive income
|
|
|
1,219 |
|
|
|
1,222 |
|
Accumulated deficit
|
|
|
(232,247 |
) |
|
|
(219,296 |
) |
|
|
|
|
|
|
|
|
|
Total shareholders' equity
|
|
|
95,414 |
|
|
|
106,116 |
|
|
|
|
|
|
|
|
|
|
Total liabilities and shareholders' equity
|
|
$ |
103,257 |
|
|
$ |
114,986 |
|
The accompanying notes are an integral part of the consolidated financial statements.
COMPUGEN LTD. AND ITS SUBSIDIARY
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
U.S. dollars in thousands (except share and per share data)
|
|
Six months ended
June 30,
|
|
|
|
2015
|
|
|
2014
|
|
|
|
Unaudited
|
|
|
|
|
|
|
|
|
Revenues
|
|
$ |
736 |
|
|
$ |
4,097 |
|
Cost of revenues
|
|
|
396 |
|
|
|
1,616 |
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
340 |
|
|
|
2,481 |
|
|
|
|
|
|
|
|
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
Research and development expenses, net
|
|
|
10,109 |
|
|
|
6,316 |
|
Marketing and business development expenses
|
|
|
478 |
|
|
|
282 |
|
General and administrative expenses
|
|
|
3,028 |
|
|
|
2,512 |
|
|
|
|
|
|
|
|
|
|
Total operating expenses
|
|
|
13,615 |
|
|
|
9,110 |
|
|
|
|
|
|
|
|
|
|
Operating loss
|
|
|
(13,275 |
) |
|
|
(6,629 |
) |
|
|
|
|
|
|
|
|
|
Financial income, net
|
|
|
324 |
|
|
|
2,472 |
|
|
|
|
|
|
|
|
|
|
Loss before tax expenses
|
|
|
(12,951 |
) |
|
|
(4,157 |
) |
Income taxes
|
|
|
- |
|
|
|
(60 |
) |
|
|
|
|
|
|
|
|
|
Net loss
|
|
$ |
(12,951 |
) |
|
$ |
(4,217 |
) |
|
|
|
|
|
|
|
|
|
Basic and diluted net loss per share
|
|
$ |
(0.26 |
) |
|
$ |
(0.09 |
) |
|
|
|
|
|
|
|
|
|
Weighted average number of Ordinary shares used in computing basic and diluted net loss per share
|
|
|
50,374,993 |
|
|
|
45,970,766 |
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
$ |
(12,951 |
) |
|
$ |
(4,217 |
) |
|
|
|
|
|
|
|
|
|
Unrealized loss arising during the period on Investment in Evogene
|
|
$ |
(57 |
) |
|
$ |
(398 |
) |
|
|
|
|
|
|
|
|
|
Realized gain arising during the period on Investment in Evogene
|
|
$ |
- |
|
|
$ |
(2,345 |
) |
|
|
|
|
|
|
|
|
|
Realized gain arising during the period from foreign currency derivative contracts
|
|
$ |
(91 |
) |
|
$ |
- |
|
|
|
|
|
|
|
|
|
|
Unrealized gain arising during the period from foreign currency derivative contracts
|
|
$ |
145 |
|
|
$ |
- |
|
|
|
|
|
|
|
|
|
|
Total comprehensive loss
|
|
$ |
(12,954 |
) |
|
$ |
(6,960 |
) |
The accompanying notes are an integral part of the consolidated financial statements.
COMPUGEN LTD. AND ITS SUBSIDIARY
STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
U.S. dollars in thousands (except share data)
|
|
Ordinary shares
|
|
|
Additional
paid-in
|
|
|
Accumulated other comprehensive
|
|
|
Accumulated
|
|
|
Total shareholders'
|
|
|
|
Number
|
|
|
Amount
|
|
|
capital
|
|
|
income
|
|
|
deficit
|
|
|
equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of January 1, 2014
|
|
|
41,002,113 |
|
|
|
111 |
|
|
|
235,351 |
|
|
|
4,628 |
|
|
|
(208,202 |
) |
|
|
31,888 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options exercised
|
|
|
389,289 |
|
|
|
1 |
|
|
|
1,422 |
|
|
|
- |
|
|
|
- |
|
|
|
1,423 |
|
Issuance of shares, net
|
|
|
7,263,090 |
|
|
|
21 |
|
|
|
70,697 |
|
|
|
- |
|
|
|
- |
|
|
|
70,718 |
|
Issuance of shares in respect to Termination and Equity Conversion Agreement
|
|
|
1,600,000 |
|
|
|
4 |
|
|
|
12,950 |
|
|
|
|
|
|
|
|
|
|
|
12,954 |
|
Stock-based compensation relating to options and warrants issued to non-employees
|
|
|
- |
|
|
|
- |
|
|
|
361 |
|
|
|
- |
|
|
|
- |
|
|
|
361 |
|
Stock-based compensation relating to options issued to employees and directors
|
|
|
- |
|
|
|
- |
|
|
|
3,272 |
|
|
|
- |
|
|
|
- |
|
|
|
3,272 |
|
Other comprehensive loss from marketable securities
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(3,547 |
) |
|
|
- |
|
|
|
(3,547 |
) |
Other comprehensive income from foreign currency derivative contracts
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
141 |
|
|
|
- |
|
|
|
141 |
|
Net loss
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(11,094 |
) |
|
|
(11,094 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of December 31, 2014
|
|
|
50,254,492 |
|
|
|
137 |
|
|
|
324,053 |
|
|
|
1,222 |
|
|
|
(219,296 |
) |
|
|
106,116 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options exercised
|
|
|
205,910 |
|
|
|
1 |
|
|
|
538 |
|
|
|
- |
|
|
|
- |
|
|
|
539 |
|
Stock-based compensation relating to options and warrants issued to non-employees
|
|
|
- |
|
|
|
- |
|
|
|
142 |
|
|
|
- |
|
|
|
- |
|
|
|
142 |
|
Stock-based compensation relating to options issued to employees and directors
|
|
|
- |
|
|
|
- |
|
|
|
1,571 |
|
|
|
- |
|
|
|
- |
|
|
|
1,571 |
|
Other comprehensive loss from marketable securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(57 |
) |
|
|
- |
|
|
|
(57 |
) |
Other comprehensive income from foreign currency derivative contracts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
54 |
|
|
|
- |
|
|
|
54 |
|
Net loss
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(12,951 |
) |
|
|
(12,951 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of June 30, 2015 (unaudited)
|
|
|
50,460,402 |
|
|
$ |
138 |
|
|
$ |
326,304 |
|
|
$ |
1,219 |
|
|
$ |
(232,247 |
) |
|
$ |
95,414 |
|
*) Represent an amount lower than $ 1
The accompanying notes are an integral part of the consolidated financial statements.
COMPUGEN LTD. AND ITS SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
U.S. dollars in thousands
|
|
Six months ended
June 30,
|
|
|
|
2015
|
|
|
2014
|
|
|
|
Unaudited
|
|
Cash flows from operating activities:
|
|
|
|
|
|
|
Net loss
|
|
$ |
(12,951 |
) |
|
$ |
(4,217 |
) |
|
|
|
|
|
|
|
|
|
Adjustments required to reconcile net loss to net cash used in operating activities:
|
|
|
|
|
|
|
|
|
Non-cash stock-based compensation
|
|
|
1,713 |
|
|
|
1,623 |
|
Depreciation
|
|
|
482 |
|
|
|
260 |
|
Severance pay, net
|
|
|
162 |
|
|
|
9 |
|
Gain from sale of Evogene shares
|
|
|
- |
|
|
|
(2,345 |
) |
Change in fair value of exchange option and embedded derivatives within research and development funding arrangements
|
|
|
- |
|
|
|
11 |
|
Amortization of the cash consideration of research and development funding arrangement
|
|
|
(211 |
) |
|
|
(126 |
) |
Change in the fair value of restricted cash
|
|
|
(3 |
) |
|
|
- |
|
Realized gain from forward contracts
|
|
|
(91 |
) |
|
|
|
|
Increase in trade receivable
|
|
|
- |
|
|
|
(1,140 |
) |
Decrease (increase) in other accounts receivable and prepaid expenses
|
|
|
(983 |
) |
|
|
973 |
|
Decrease in long-term prepaid expenses
|
|
|
9 |
|
|
|
125 |
|
Decrease in deferred revenues
|
|
|
(736 |
) |
|
|
(2,703 |
) |
Increase (decrease) in trade payables and other accounts payable and accrued expenses
|
|
|
(389 |
) |
|
|
819 |
|
|
|
|
|
|
|
|
|
|
Net cash used in operating activities
|
|
|
(12,998 |
) |
|
|
(6,711 |
) |
|
|
|
|
|
|
|
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
Proceeds from maturity of short-term bank deposits
|
|
|
12,000 |
|
|
|
18,000 |
|
Investment in short-term bank deposits
|
|
|
(15,000 |
) |
|
|
(10,000 |
) |
Increase in long-term lease deposits
|
|
|
- |
|
|
|
(74 |
) |
Purchase of property and equipment
|
|
|
(615 |
) |
|
|
(869 |
) |
Proceeds from sale of investment in Evogene
|
|
|
- |
|
|
|
2,309 |
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) investing activities
|
|
|
(3,615 |
) |
|
|
9,366 |
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from issuance of Ordinary shares, net
|
|
|
- |
|
|
|
70,978 |
|
Proceeds from exercise of options
|
|
|
551 |
|
|
|
860 |
|
|
|
|
|
|
|
|
|
|
Net cash provided by financing activities
|
|
|
551 |
|
|
|
71,838 |
|
|
|
|
|
|
|
|
|
|
Increase (decrease) in cash and cash equivalents
|
|
|
(16,062 |
) |
|
|
74,493 |
|
Cash and cash equivalents at the beginning of the period
|
|
|
25,643 |
|
|
|
28,751 |
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at the end of the period
|
|
$ |
9,581 |
|
|
$ |
103,244 |
|
|
|
|
|
|
|
|
|
|
Supplemental disclosure of non-cash investing and financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance expenses
|
|
$ |
- |
|
|
$ |
260 |
|
Receivables from foreign currency derivative contracts
|
|
$ |
145 |
|
|
$ |
- |
|
Purchase of property and equipment
|
|
$ |
- |
|
|
$ |
192 |
|
The accompanying notes are an integral part of the consolidated financial statements.
COMPUGEN LTD. AND ITS SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
|
a.
|
Compugen Ltd. (the "Company") is a leading drug discovery company focused on monoclonal antibodies and therapeutic proteins to address important unmet needs in the fields of oncology and immunology. The Company utilizes a broad and continuously growing integrated infrastructure of proprietary scientific understandings and predictive platforms, algorithms, machine learning systems and other computational biology capabilities for the in silico (by computer) prediction and selection of novel drug candidates, which are then advanced in its Pipeline Program. Beginning in late 2010, the Company established the Pipeline Program, consisting of targets and product candidates for applications in oncology and immunology, based largely on novel immune checkpoint regulator candidates discovered by the Company. The Company's business model includes entering into collaborations covering the further development and commercialization of product candidates at various stages from its Pipeline Program and various forms of research and discovery agreements, in both cases providing the Company with potential milestone payments, royalties and other forms of revenue sharing payments.
The Company's headquarters are located in Israel, the research and development facilities are located both in Israel and through its wholly-owned U.S. subsidiary, Compugen USA, Inc. ("Compugen Inc.") in South San Francisco, California.
|
|
b.
|
On March 19, 2015, the Company and Kanit Ha’Shalom Investments Ltd. (“Azrieli”) entered into a Lease Agreement (the “Agreement”). Under the terms of the Agreement, the Company will lease approximately 34,000 square feet of office and laboratory space in the Azrieli Holon Business Center which is located in Holon, Israel. The Agreement has a term of ten (10) year and three (3) months commencing December 15, 2015 and the annual rent and asset management fees payments will be approximately $ 850. Notwithstanding, following five (5) year of lease, the Company will be entitled to terminate the Agreement. In the event of such early termination, the Company shall be required to reimburse Azrieli the proportionate part of the leasehold improvement participation funds provided to the Company by Azrieli.
|
NOTE 2:-
|
SIGNIFICANT ACCOUNTING POLICIES
|
|
a.
|
The significant accounting policies applied in the annual financial statements of the Company as of December 31, 2014 are applied consistently in these financial statements. For further information, refer to the consolidated financial statements as of December 31, 2014.
|
|
b.
|
Concentration of credit risks:
|
Financial instruments that potentially subject the Company and Compugen Inc. to concentration of credit risk consist principally of cash and cash equivalents, restricted cash, short-term and long-term bank deposits, marketable securities and non-current lease deposits.
COMPUGEN LTD. AND ITS SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
NOTE 2:-
|
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
|
Cash, cash equivalents and restricted cash are mainly invested in U.S. dollar deposits with major banks in Israel and the United States. Generally, these deposits may be redeemed upon demand and bear minimal risk.
Long-term bank deposits are invested in major banks in Israel. Management believes that the financial institutions that hold the Company's investment are financially sound and, accordingly, minimal credit risk exists with respect to this investment.
The Company’s marketable securities consist of an investment in Evogene Ltd. (“Evogene”) ordinary shares which are publicly traded in the United States and Israel.
NOTE 3:-
|
UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
|
The accompanying unaudited interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information. Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the six-month period ended June 30, 2015 are not necessarily indicative of the results that may be expected for the year ended December 31, 2015.
NOTE 4:-
|
DERIVATIVE INSTRUMENTS
|
The Company accounts for derivatives and hedging based on ASC 815, “Derivatives and Hedging”.
The Company entered into forward contracts to hedge against the risk of overall changes in future cash flow from payments of payroll and related expenses as well as other expenses denominated in NIS. As of June 30, 2015 and December 31, 2014 these contracts were for a period of six months ended December 31, 2015 and nine months ended September 30, 2015, respectively. As of June 30, 2015 and December 31, 2014, the Company had outstanding forward contracts in the notional amount of $ 3,785 and $ 5,626, respectively. The Company measured the fair value of the contracts in accordance with ASC 820 (classified as level 2).
These contracts met the requirement for cash flow hedge accounting and as such for the six-month period ended June 30, 2015 and for the year ended December 31, 2014 the Company recorded total realized gains of $ 91 and $ 0, respectively from the execution of contracts during these periods under operating expense in the statement of comprehensive loss, and unrealized gains in the amount of $ 145 and $ 141 related with outstanding forward contracts as of June 30, 2015 and December 31, 2014, respectively, which were recognized under other comprehensive loss. The fair value of the Company’s outstanding forward contracts at June 30, 2015 and December 31, 2014 amounted to unrealized gains of $ 195 and $ 141, respectively.
COMPUGEN LTD. AND ITS SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
NOTE 5:-
|
FAIR VALUE MEASUREMENTS
|
In accordance with ASC 820 "Fair Value Measurements and Disclosures", the Company measures its Investment in Evogene and foreign currency derivative contracts at fair value. Investment in Evogene is classified within Level 1 because this asset is valued using quoted market prices. Foreign currency derivative contracts are classified within Level 2 as the valuation inputs are based on quoted prices and market observable data of similar instruments.
The Company's financial assets (liabilities) measured at fair value on a recurring basis, consisted of the following types of instruments as of the following dates:
|
|
June 30, 2015
(Unaudited)
|
|
|
|
Fair value measurements
|
|
Description
|
|
Fair value
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment in Evogene
|
|
$ |
997 |
|
|
$ |
997 |
|
|
$ |
- |
|
|
$ |
- |
|
Foreign currency derivative contracts
|
|
|
195 |
|
|
|
- |
|
|
|
195 |
|
|
|
- |
|
|
|
December 31, 2014
|
|
|
|
Fair value measurements
|
|
Description
|
|
Fair value
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment in Evogene
|
|
$ |
1,054 |
|
|
$ |
1,054 |
|
|
$ |
- |
|
|
$ |
- |
|
Foreign currency derivative contracts
|
|
|
141 |
|
|
|
- |
|
|
|
141 |
|
|
|
- |
|
NOTE 6:-
|
COMMITMENTS AND CONTINGENCIES
|
|
a.
|
The Company provided bank guarantees in the amount of $ 546 in favor of its offices' lessor in Israel, foreign currency derivative contracts and credit card security for its U.S. subsidiary. In addition, the Company provided check deposit in the amount of $ 74 in favor of its offices' lessor in California, U.S.
|
|
b.
|
Under the OCS royalty-bearing programs, the Company is not obligated to repay any amounts received from the OCS if it does not generate any income from the results of the funded research program(s). If income is generated from a funded research program, the Company is committed to pay royalties at a rate of between 3% to 5% of future revenue arising from such research program(s), and up to a maximum of 100% of the amount received, linked to the U.S. dollar (for grants received under programs approved subsequent to January 1, 1999, the maximum to be repaid is 100% plus interest at LIBOR).
|
For the six-month period ended June 30, 2015 and 2014, the Company has an aggregate of paid and accrued royalties to the OCS, recorded as cost of revenue in the consolidated statement of comprehensive loss, in the amount of $ 26 and $ 143, respectively.
As of June 30, 2015, the Company's aggregate contingent obligations for payments to OCS, based on royalty-bearing participation received or accrued, net of royalties paid or accrued, totaled approximately to $ 8,741.
COMPUGEN LTD. AND ITS SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
NOTE 6:-
|
COMMITMENTS AND CONTINGENCIES (Cont.)
|
|
c.
|
Under the Israel-U.S. Binational Industrial Research and Development (" BIRD") plan, the Company is not obligated to repay any amounts previously received from BIRD if it does not generate any income from the outcome of the funded research program. As of June 30, 2015 the Company accounted for proceeds under BIRD plan in total aggregate amount of approximately $ 500, received in the period between December 2005 and March 2012. As of June 30, 2015 the Company does not expect any income to be generated from the outcome of the funded research BIRD plan and as such no obligation was recorded.
|
|
d.
|
On June 25, 2012 the Company and its U.S subsidiary entered into an Antibodies Discovery Collaboration Agreement (the "Antibodies Discovery Agreement") with a U.S. antibody technology company ("mAb Technology Company"), providing an established source for fully human mAbs. Under the Antibodies Discovery Agreement the mAb Technology Company will be entitled to certain royalties that could be eliminated, upon payment of certain one-time fees (all payments referred together as "Contingent Fees"). As of June 30, 2015 the Company did not incur any obligation for such Contingent Fees.
|
|
e.
|
For the period ended June 30, 2015 and for the year ended December 31, 2014 the Company is obligated for certain Participation Rights payments, under the Termination and Equity Conversion Agreement with Baize (“Agreement”). As of June 30, 2015 the Company does not have any outstanding obligations for Participation Rights under the Agreement. .
|
|
f.
|
On May 9, 2012, the Company entered into an agreement (the " Agreement") with a U.S. business development strategic advisor ("Advisor") for the purpose of entering into transactions with pharma companies related to select Pipeline Program Candidates. The Agreement was terminated in 2014; however, payment obligations relating to a specific transaction with a pharma company in the amount of 4% of cash consideration received by the Company survives such termination.
|
As of June 30, 2015 the Company does not have any outstanding obligation for payments under the aforementioned agreements.
NOTE 7:-
|
SHAREHOLDERS' EQUITY
|
Stock based compensation:
During the six-month period ended June 30, 2015, the Company's Board of Directors granted 243,500 options to purchase Ordinary shares of the Company to employees, directors and non-employees. The exercise prices for such options are from $ 6.5 to $ 8.1 per share, with vesting to occur in up to 4 years.
COMPUGEN LTD. AND ITS SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
NOTE 7:-
|
SHAREHOLDERS' EQUITY (Cont.)
|
The following table presents the assumptions used to estimate the fair values of the options granted in the periods presented:
|
|
Six months ended
June 30,
|
|
|
2015
|
|
2014
|
|
|
|
|
|
Volatility
|
|
51%-60%
|
|
60%-76%
|
Risk-free interest rate
|
|
1.43%-1.77%
|
|
1.38%-1.80%
|
Dividend yield
|
|
0%
|
|
0%
|
Expected life (years)
|
|
4.8-6.0
|
|
4.6 – 6.0
|
Weighted average fair value of options granted during the six- month period ended June 30, 2015 and 2014 were $ 3.38 and $ 5.11, respectively.
During the six-month period ended June 30, 2015 and 2014, the Company recorded share based compensation in a total amount of $ 1,713 and $ 1,623, respectively.
As of June 30, 2015, the total unrecognized estimated compensation cost related to non-vested stock options granted prior to that date was $ 5,859, which is expected to be recognized over a weighted average period of approximately 2.27 years.
NOTE 8:-
|
FINANCIAL INCOME, NET
|
|
|
Six months ended
June 30,
|
|
|
|
2015
|
|
|
2014
|
|
|
|
|
|
|
|
|
Interest income
|
|
$ |
406 |
|
|
$ |
129 |
|
Change in fair value of Exchange Option and embedded derivatives and outstanding options to non-employee within research and development funding arrangement
|
|
|
- |
|
|
|
(11 |
) |
Financial income from selling of Evogene shares
|
|
|
- |
|
|
|
2,345 |
|
Exchange rate differences and others
|
|
|
(82 |
) |
|
|
9 |
|
|
|
|
|
|
|
|
|
|
Financial income, net
|
|
$ |
324 |
|
|
$ |
2,472 |
|
NOTE 9:-
|
RELATED PARTY BALANCES AND TRANSACTIONS
|
The Company provided research and development services to one of its affiliates, Neviah Genomics Ltd., in consideration for pre-scheduled determined fees in accordance with a research collaboration and license agreement entered into in June 2012. During the six-month period ended June 30, 2015 and 2014 the Company recognized $ 71 and $ 142, respectively, in revenues from such agreement.
- 11 -
Exhibit 99.2
OPERATING AND FINANCIAL REVIEW AND PROSPECTS
RESULTS OF OPERATIONS
Six months ended June 30, 2015
Revenues. Revenues for the six months ended June 30, 2015 were approximately $0.7 million compared with approximately $4.1 million for the six months ended June 30, 2014. The decrease was primarily due to the milestone payment received in the second quarter of 2014 in the amount of $1.2 million and the reduction in recognition of a non-refundable upfront payment, both pursuant to the August 2013 Research and Development Collaboration and License Agreement with Bayer Pharma AG (the “Collaboration”). Our revenues from the upfront payment are recognized according to the proportional performance method over the course of services period for the portion of the activities performed by Compugen. The decrease in reported revenues during the six months ended June 30, 2015 compared with the same period of 2014 reflects the gradual shifting of the workload from Compugen to Bayer as the programs are advanced.
Cost of Revenues. Cost of revenues were approximately $0.4 million for the first six months of 2015 compared with approximately $1.6 million for the first six months of 2014. Cost of revenues consist mostly of expenses attributed to activities performed by Compugen in connection with the upfront payment from the Collaboration. The decrease in cost of revenues reflects the corresponding decrease in revenues.
Research and Development Expenses, Net. Research and development expenses, net, increased by approximately 60% to approximately $10.1 million for the first six months of 2015 from approximately $6.3 million for the first six months of 2014. The increase in the expenses reflects primarily the substantial increase in our discovery and development activities for our Pipeline Program candidates, including the hiring of additional professional employees, both in Israel and in our South San Francisco subsidiary which moved to a larger facility in the second quarter of 2014. Research and development expenses, net, as a percentage of total operating expenses, increased to 74% for the first six months of 2015 from 69% for the first six months of 2014.
Marketing and Business Development Expenses. Marketing and business development expenses increased to approximately $0.5 million for the first six months of 2015 compared to approximately $0.3 million in the comparable period of 2014. The increase is primarily attributed to the enhancement of our business development team at the beginning of 2015 to support our growing corporate and business development activities. Marketing and business development expenses, as a percentage of total operating expenses, increased to 4% for the first six months of 2015 from 3% for the first six months of 2014.
General and Administrative Expenses. General and administrative expenses increased to approximately $3.0 million for the first six months of 2015 from approximately $2.5 million for the first six months of 2014. The increase is primarily attributed to an increase in professional services, expenses related to our facilities in connection with the expected move at the end of 2015 and head count related general and administrative expenses. General and administrative expenses, as a percentage of total operating expenses, decreased to 22% for the first six months of 2015 from 28% for the first six months of 2014.
Financial Income, Net. Financial income, net, was approximately $0.3 million for the first six months of 2015 compared with approximately $2.5 million for the first six months of 2014. The decrease is primarily due to gain related to sales of a portion of our investment in Evogene Ltd. (“Evogene”) in the amount of $2.3 million during the first six months of 2014, partially offset by an increase in interest from bank deposits.
LIQUIDITY AND CAPITAL RESOURCES
Net Cash Used in Operating Activities
Net cash used in operating activities increased to approximately $13.0 million in the first six months of 2015 compared with approximately $6.7 million in the first six months of 2014. This increase is mainly attributed to the higher level of operating expenses and the decrease in revenues.
Net Cash Provided by (Used in) Investing Activities
Net cash used in investing activities in the first six months of 2015 was approximately $3.6 million compared with net cash provided by investing activities of approximately $9.4 million in the first six months of 2014. The decrease in net cash provided by investment activities is primarily related to a net increase of investment in short-term bank deposits in the first six months of 2015 compared to the comparable period in 2014, and proceeds from the sale of a portion of our investment in Evogene during the first six months of 2014 in the amount of $2.3 million.
Net Cash Provided by Financing Activities
Net cash provided by financing activities was approximately $0.6 million in the first six months of 2015 compared with approximately $71.8 million in the first six months of 2014. The principal source of cash provided by financing activities in the first six months of 2015 was proceeds received from the issuance of ordinary shares as a result of exercise of stock options. The principal sources of cash provided by financing activities in the first six months of 2014 were: (i) $67.2 million in net proceeds from an underwritten public offering of 6,900,000 of our ordinary shares completed in March 2014, (ii) $3.8 million in net proceeds from the sale of 363,090 ordinary shares under our “at-the-market” offering program, pursuant to a registration statement which terminated on January 21, 2014, and (iii) $0.8 million of proceeds received from the issuance of ordinary shares as a result of exercise of stock options.
Net Liquidity
Liquidity refers to liquid financial assets available to fund our business operations and pay for near-term obligations. These liquid financial assets mostly consist of cash and cash equivalents, as well as short-term bank deposits and marketable securities. As of June 30, 2015, we had total cash, cash equivalents and short-term bank deposits of approximately $95.7 million.
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