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Exhibit 99.2
COMPUGEN LTD. AND ITS SUBSIDIARY
INTERIM CONSOLIDATED FINANCIAL STATEMENTS
AS OF JUNE 30, 2021
U.S. DOLLARS IN THOUSANDS
UNAUDITED
INDEX
- - - - - - - - - - - - -
COMPUGEN LTD. AND ITS SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
U.S. dollars in thousands
| | June 30, | | | December 31, | |
| | 2021 | | | 2020 | |
| | Unaudited | | | | |
ASSETS | | | | | | |
| | | | | | |
CURRENT ASSETS: | | | | | | |
Cash and cash equivalents | | $ | 7,847 | | | $ | 7,143 | |
Restricted cash | | | 681 | | | | 667 | |
Short-term bank deposits | | | 102,564 | | | | 116,622 | |
Trade receivables | | | - | | | | 2,000 | |
Other accounts receivable and prepaid expenses | | | 2,662 | | | | 2,658 | |
| | | | | | | | |
Total current assets | | | 113,754 | | | | 129,090 | |
| | | | | | | | |
NON-CURRENT ASSETS: | | | | | | | | |
Long-term prepaid expenses | | | 1,906 | | | | 1,880 | |
Severance pay fund | | | 3,017 | | | | 2,863 | |
Operating lease right to use asset | | | 2,415 | | | | 2,772 | |
Property and equipment, net | | | 1,724 | | | | 1,711 | |
| | | | | | | | |
Total non-current assets | | | 9,062 | | | | 9,226 | |
| | | | | | | | |
Total assets | | $ | 122,816 | | | $ | 138,316 | |
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 data)
| | June 30, | | | December 31, | |
| | 2021 | | | 2020 | |
| | Unaudited | | | | |
LIABILITIES AND SHAREHOLDERS' EQUITY | | | | | | |
| | | | | | |
CURRENT LIABILITIES: | | | | | | |
Trade payables | | $ | 1,809 | | | $ | 1,413 | |
Short-term deferred participation in R&D expenses | | | 660 | | | | 668 | |
Current maturity of operating lease liability | | | 706 | | | | 639 | |
Other accounts payable and accrued expenses | | | 8,675 | | | | 7,803 | |
| | | | | | | | |
Total current liabilities | | | 11,850 | | | | 10,523 | |
| | | | | | | | |
NON-CURRENT LIABILITIES: | | | | | | | | |
Long-term deferred participation in R&D expenses | | | 1,798 | | | | 1,968 | |
Long term operating lease liability | | | 2,141 | | | | 2,527 | |
Accrued severance pay | | | 3,606 | | | | 3,516 | |
| | | | | | | | |
Total non-current liabilities | | | 7,545 | | | | 8,011 | |
| | | | | | | | |
COMMITMENTS AND CONTINGENT LIABILITIES (NOTE 4) | | | | | | | | |
| | | | | | | | |
SHAREHOLDERS' EQUITY: | | | | | | | | |
Share capital: | | | | | | | | |
Ordinary shares of NIS 0.01 par value per share: 200,000,000 shares authorized on June 30, 2021 and December 31, 2020; 83,917,929 and 83,675,856 shares issued and outstanding on June 30, 2021 and December 31, 2020, respectively | | | 231 | | | | 231 | |
Additional paid-in capital | | | 510,468 | | | | 507,427 | |
Accumulated deficit | | | (407,278 | ) | | | (387,876 | ) |
| | | | | | | | |
Total shareholders' equity | | | 103,421 | | | | 119,782 | |
| | | | | | | | |
Total liabilities and shareholders' equity | | $ | 122,816 | | | $ | 138,316 | |
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, | |
| | 2021 | | | 2020 | |
| | Unaudited | |
| | | | | | |
Operating expenses: | | | | | | | | |
Research and development expenses, net | | $ | 14,123 | | | $ | 9,159 | |
Marketing and business development expenses | | | 465 | | | | 414 | |
General and administrative expenses | | | 5,373 | | | | 4,607 | |
| | | | | | | | |
Total operating expenses | | | 19,961 | | | | 14,180 | |
| | | | | | | | |
Financial and other income, net | | | 559 | | | | 806 | |
| | | | | | | | |
Loss before taxes on income | | | 19,402 | | | | 13,374 | |
Taxes on income | | | - | | | | - | |
| | | | | | | | |
Net loss | | $ | 19,402 | | | $ | 13,374 | |
| | | | | | | | |
Basic and diluted net loss per share | | $ | 0.23 | | | $ | 0.18 | |
| | | | | | | | |
Total comprehensive loss | | $ | 19,402 | | | $ | 13,374 | |
| | | | | | | | |
Weighted average number of ordinary shares used in computing basic and diluted net loss per share | | | 83,739,983 | | | | 75,774,881 | |
The accompanying notes are an integral part of the consolidated financial statements.
COMPUGEN LTD. AND ITS SUBSIDIARY
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
U.S. dollars in thousands (except share data)
| | Ordinary shares | | | Additional paid-in | | | Accumulated | | | Total shareholders' | |
| | Number | | | Amount | | | capital | | | deficit | | | equity | |
| | | | | | | | | | | | | | | | |
Balance as of January 1, 2020 | | | 67,922,836 | | | $ | 187 | | | $ | 396,312 | | | $ | (358,178 | ) | | $ | 38,321 | |
| | | | | | | | | | | | | | | | | | | | |
Options exercised | | | 2,450,973 | | | | 6 | | | | 12,790 | | | | - | | | | 12,796 | |
Warrants exercised | | | 3,504,061 | | | | 10 | | | | 16,599 | | | | - | | | | 16,609 | |
Issuance of shares, net | | | 8,816,339 | | | | 24 | | | | 74,123 | | | | - | | | | 74,147 | |
Stock-based compensation relating to options issued to employees, directors and non-employees | | | - | | | | - | | | | 968 | | | | - | | | | 968 | |
Net loss | | | - | | | | - | | | | - | | | | (13,374 | ) | | | (13,374 | ) |
| | | | | | | | | | | | | | | | | | | | |
Balance as of June 30, 2020 (unaudited) | | | 82,694,209 | | | $ | 227 | | | $ | 500,792 | | | $ | (371,552 | ) | | $ | 129,467 | |
| | | | | | | | | | | | | | | | | | | | |
Balance as of January 1, 2021 | | | 83,675,856 | | | $ | 231 | | | $ | 507,427 | | | $ | (387,876 | ) | | $ | 119,782 | |
| | | | | | | | | | | | | | | | | | | | |
Options exercised | | | 115,877 | | | | * | | | | 461 | | | | - | | | | 461 | |
Warrants exercised | | | 89,557 | | | | * | | | | 425 | | | | - | | | | 425 | |
Issuance of ordinary shares pursuant to the ESPP | | | 36,639 | | | | * | | | | 239 | | | | - | | | | 239 | |
Stock-based compensation issued to employees, directors and non-employees | | | - | | | | - | | | | 1,916 | | | | - | | | | 1,916 | |
Net loss | | | - | | | | - | | | | - | | | | (19,402 | ) | | | (19,402 | ) |
| | | | | | | | | | | | | | | | | | | | |
Balance as of June 30, 2021 (unaudited) | | | 83,917,929 | | | $ | 231 | | | $ | 510,468 | | | $ | (407,278 | ) | | $ | 103,421 | |
* Represents 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, | |
| | 2021 | | | 2020 | |
| | Unaudited | |
Cash flows from operating activities: | | | | | | |
Net loss | | $ | (19,402 | ) | | $ | (13,374 | ) |
| | | | | | | | |
Adjustments required to reconcile net loss to net cash used in operating activities: | | | | | | | | |
Stock-based compensation | | | 1,916 | | | | 968 | |
Depreciation | | | 240 | | | | 377 | |
Increase (decrease) in severance pay, net | | | (64 | ) | | | 200 | |
Gain from property and equipment disposal | | | (1 | ) | | | - | |
Decrease in operating lease right of use asset | | | 357 | | | | 235 | |
Decrease (increase) in interest receivables from short-term bank deposits | | | 403 | | | | (316 | ) |
Decrease in trade receivables | | | 2,000 | | | | - | |
Decrease in other accounts receivable and prepaid expenses | | | 212 | | | | 40 | |
Increase in long-term prepaid expenses | | | (26 | ) | | | (526 | ) |
Increase in trade payables | | | 361 | | | | 70 | |
Increase in other accounts payable and accrued expenses | | | 872 | | | | 1,325 | |
Decrease in operating lease liability | | | (319 | ) | | | (271 | ) |
Decrease in deferred participation in R&D expenses | | | (178 | ) | | | (294 | ) |
| | | | | | | | |
Net cash used in operating activities | | | (13,629 | ) | | | (11,566 | ) |
| | | | | | | | |
Cash flows from investing activities: | | | | | | | | |
Proceeds from maturity of short-term bank deposits | | | 71,100 | | | | 15,500 | |
Investment in short-term bank deposits | | | (57,445 | ) | | | (104,100 | ) |
Purchase of property and equipment | | | (218 | ) | | | (108 | ) |
Proceeds from sales of property and equipment | | | 1 | | | | - | |
| | | | | | | | |
Net cash provided by (used in) investing activities | | | 13,438 | | | | (88,708 | ) |
| | | | | | | | |
Cash flows from financing activities: | | | | | | | | |
| | | | | | | | |
Proceeds from issuance of ordinary shares, net | | | 239 | | | | 74,147 | |
Proceeds from exercise of warrants | | | 425 | | | | 16,609 | |
Proceeds from exercise of options | | | 245 | | | | 12,789 | |
| | | | | | | | |
Net cash provided by financing activities | | | 909 | | | | 103,545 | |
| | | | | | | | |
Increase in cash, cash equivalents and restricted cash | | | 718 | | | | 3,271 | |
Cash, cash equivalents and restricted cash at the beginning of the period | | | 7,810 | | | | 9,839 | |
| | | | | | | | |
Cash, cash equivalents and restricted cash at the end of the period | | $ | 8,528 | | | $ | 13,110 | |
| | | | | | | | |
Supplemental disclosure of non-cash investing and financing activities: | | | | | | | | |
| | | | | | | | |
Purchase of property and equipment | | $ | 35 | | | $ | 47 | |
Receivables on account of shares | | $ | 216 | | | $ | 7 | |
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)
NOTE 1:-GENERAL
a.Compugen Ltd. (the "Company" or “Compugen”) is a clinical-stage, therapeutic discovery and development company utilizing its proprietary computational discovery platforms to identify novel drug targets and develop first-in-class therapeutics in the field of cancer immunotherapy. The Company’s innovative immuno-oncology pipeline consists of three clinical stage programs, targeting immune checkpoints the Company discovered computationally, COM701, COM902 and BAY 1905254. The Company’s therapeutic pipeline also includes early-stage immuno-oncology programs focused largely on myeloid targets. The innovative immuno-oncology pipeline, the strategic collaborations and the Company’s computational discovery engine serve as the three key corporate building blocks.
b.The Company is headquartered in Holon, Israel. Its clinical development activities operate through its U.S. subsidiary in South San Francisco, California.
c.On August 5, 2013, the Company entered into a Research and Development Collaboration and License Agreement ("Bayer Agreement") with Bayer Pharma AG ("Bayer") for the research, development, and commercialization of antibody-based therapeutics against two novel Compugen-discovered immune checkpoint regulators.
Under the terms of the Bayer Agreement, the Company received an upfront payment of $10,000, and, following the return of the CGEN 15022 program in 2017, the Company is eligible to receive an aggregate of over $250,000 in potential milestone payments, not including aggregate milestone payments of approximately $23,000 received to date. Additionally, the Company is eligible to receive mid to high single digit royalties on global net sales of any approved products under the collaboration.
Pursuant to the terms of Bayer Agreement, BAY 1905254 program (formerly CGEN-15001T) was transferred to Bayer’s full control for further preclinical and clinical development activities, and worldwide commercialization under milestone and royalty bearing licenses from Compugen.
d.Effective March 30, 2018, the Company entered into an exclusive license agreement with MedImmune Limited, the global biologics research and development arm of AstraZeneca ("AstraZeneca") to enable the development of bi-specific and multi-specific immuno-oncology antibody products. Under the terms of the agreement, Compugen provided an exclusive license to AstraZeneca for the development of bi-specific and multi-specific antibody products derived from a Compugen pipeline program. AstraZeneca has the right to create multiple products under this license and will be solely responsible for all research, development and commercial activities under the agreement. Compugen received a $10,000 upfront payment and an additional $2,000 milestone payment out of up to an aggregate milestone amount of $200,000 that the Company is eligible to receive in development, regulatory and commercial milestones for the first product as well as tiered royalties on future product sales. If additional products are developed, additional milestones and royalties would be due to Compugen for each product.
COMPUGEN LTD. AND ITS SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
NOTE 1:-GENERAL (Cont.)
e.On October 10, 2018, the Company entered into a Master Clinical Trial Collaboration Agreement (the "Master Clinical Agreement") with the Bristol-Myers Squibb Company ("Bristol-Myers Squibb") to evaluate the safety and tolerability of Compugen’s COM701 in combination with Bristol-Myers Squibb’s programmed death-1 (PD-1) immune checkpoint inhibitor Opdivo® (nivolumab), in patients with advanced solid tumors. Pursuant to the Master Clinical Agreement, Compugen is responsible for and will continue sponsoring the ongoing two-part Phase 1 trial, which includes the evaluation of the combination of COM701 and Opdivo®. The collaboration was also designed to address potential future combinations, including trials sponsored by Bristol-Myers Squibb to investigate combined inhibition of checkpoint mechanisms, such as PVRIG and TIGIT. Bristol-Myers Squibb and Compugen each supplies the other company with its own compound(s) for the studies.
In conjunction with the signing of the Master Clinical Agreement, Bristol-Myers Squibb made a $12,000 investment in Compugen, see Note 5a.
On February 14, 2020, the Master Clinical Agreement with Bristol-Myers Squibb was amended to include a triple combination clinical trial to evaluate the safety, tolerability and antitumor activity of COM701 in combination with Opdivo® (nivolumab), and Bristol-Myers Squibb’s antibody targeting TIGIT known as BMS-986207, in patients with advanced solid tumors, instead of the planned expansion of the combined therapy study designed to evaluate the dual combination of COM701 and Opdivo®.
Pursuant to the Master Clinical Agreement, as amended, the Company sponsors the two-part Phase 1/2 trial, which includes the evaluation of the triple combination of COM701, Opdivo® and BMS-986207, in patients with advanced solid tumors where Bristol-Myers Squibb provides Opdivo® and BMS-986207 at no cost to the Company.
As part of the said amendment, it was agreed that the Company will complete the dose escalation arm of the dual combination of COM701 with Opdivo® under the Phase 1 study and will not continue the expansion cohorts of the dual combination.
On February 19, 2021, the Master Clinical Agreement was further amended to include an expansion of the Phase 1 combination study designed to evaluate the dual combination of COM701 and Opdivo® in patients with advanced solid tumors, where Compugen is responsible for and sponsors the expansion cohort and Bristol-Myers Squibb provides Opdivo® at no cost to us for this study. The amendment also revises the exclusivity period granted to Bristol-Myers Squibb to include a specific date for termination of the exclusivity period, so that it ends at the earlier of (i) six months after the study completion of the triple combination and the dual combination; or (ii) December 31, 2023.
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
These unaudited interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes for the year ended December 31, 2020. The significant accounting policies applied in the annual financial statements of the Company as of December 31, 2020, are applied consistently in these interim consolidated financial statements.
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, 2021 are not necessarily indicative of the results that may be expected for the year ended December 31, 2021.
NOTE 4:-COMMITMENTS AND CONTINGENCIES
a.The Company provided bank guarantees in the amount of $672 in favor of its offices in Israel, car leases in Israel and credit card security for its U.S. subsidiary.
b.The Company received in the past grants from the office of the Israel Innovation Authority of the Israeli Ministry of Industry, Trade and Labor, formerly known as the Office of the Chief Scientist, ("IIA"). The Company is not obligated to repay any amounts received from the IIA if it does not generate any income from products which incorporate technologies which were funded by such research program(s).
If income is generated from products which incorporate technologies which were funded by a research program, the Company is committed to pay royalties at a rate of between 3% to 5% of future revenue generated from products that incorporate technologies that were funded by such research program(s), 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 amount to be repaid is 100% plus interest at LIBOR).
As of June 30, 2021, the Company's aggregate contingent obligations for payments to IIA, based on royalty-bearing participation received or accrued, net of royalties paid or accrued, totaled $9,540.
COMPUGEN LTD. AND ITS SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
NOTE 4:-COMMITMENTS AND CONTINGENCIES (Cont.)
c.On June 25, 2012, the Company 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 milestone and royalties payments referred together as "Contingent Fees"). For the six-month periods ended June 30, 2021 and 2020, the Company incurred Contingent Fees in the amounts of $0 and $500, respectively.
d.On May 9, 2012, the Company entered into agreement (the "May 2012 Agreement") with a U.S. Business Development Strategic Advisor ("Advisor") for the purpose of entering into transactions with Pharma companies related to selected Pipeline Program Candidates. Under the agreement the Advisor shall be entitled to 4% of the cash considerations that may be received under such transactions. In 2014, the May 2012 Agreement was terminated, except with respect to certain payments arising from the Bayer Agreement which survive termination until August 5, 2025. For the six months ended June 30, 2021 and 2020, the Company had not paid or accrued expenses related to the May 2012 Agreement.
e.Effective as of January 5, 2018, the Company entered into a Commercial License Agreement (“CLA”) with a European cell line development company. Under the agreement the Company is required to pay an annual maintenance fee, certain amounts upon the occurrence of specified milestones events, and 1% royalties on annual net sales with respect to each commercialized product manufactured using the company’s cell line. Royalties due under the CLA are creditable against the annual maintenance fee. In addition, the Company may at any time prior to the occurrence of a specific milestone event buy-out the royalty payment obligations in a single fixed amount. For the six-month periods ended June 30, 2021 and 2020, the Company incurred milestone payments in the amounts of $0 and $52, respectively.
f.Effective as of October 28, 2020, the Company entered into a collaboration agreement with a U.S. antibody discovery and optimization company for generation and optimization of therapeutic antibodies for the Company. Under the agreement the Company is required to pay service fees per services performed and certain amounts upon the occurrence of specified milestones events, and single-digit percent royalties on annual net sales with respect to each product sold that comprises or contains one or more antibodies so generated or optimized. The royalty rate is dependent upon the product type and any third-party contribution. For the six-month period ended June 30, 2021, the Company incurred milestone payments in the amounts of $150.
COMPUGEN LTD. AND ITS SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
NOTE 5:-SHAREHOLDERS’ EQUITY
a.Issuance of Shares:
On May 25, 2018, the Company entered into a sales agreement with Cantor Fitzgerald & Co. ("Cantor"), as sales agent, pursuant to which the Company was entitled to offer and sell, from time to time through Cantor, ordinary shares, par value NIS 0.01 per share, of the Company (the "Ordinary Shares"), under an At-the-Market ("ATM") program, having an aggregate offering price of up to $25,000 (the "ATM Shares"). Any ATM Shares offered and sold were issued pursuant to the Company’s shelf registration statement on Form F-3 (Registration No. 333-213007) and the related prospectus previously declared effective by the Securities and Exchange Commission on October 11, 2016 (the "Registration Statement"), as supplemented by a prospectus supplement, dated May 25, 2018. As of December 31, 2019, 7,245,268 ATM Shares were issued and sold under the ATM, with proceeds of approximately $22,914 (net of $781 issuance expenses). The program was terminated in 2019.
On June 14, 2018, the Company entered into agreements in connection with a registered direct offering (the "Offering") of an aggregate of 5,316,457 Ordinary Shares (the "RD Shares") of the Company at a purchase price of $3.95 per RD Share. In connection with the issuance of the RD Shares, the Company also issued warrants to purchase an aggregate of up to 4,253,165 additional Ordinary Shares (the "Warrants"). The Warrants are exercisable at a price of $4.74 per Ordinary Share and have a term of five years from the date of issuance. The Offering was made pursuant to the Company’s Registration Statement. Proceeds from the Offering were $19,767 (net of $1,233 issuance expenses).
During the six-month periods ended June 30, 2021 and 2020, Warrants to purchase an aggregate of 89,557 and 3,504,061 Ordinary Shares were exercised with proceeds of approximately $425 and $16,609, respectively, and Warrants to purchase up to 297,469 Ordinary Shares remain outstanding as of June 30, 2021.
On October 10, 2018, the Company entered into a Master Clinical Trial Collaboration Agreement with Bristol-Myers Squibb to evaluate the safety and tolerability of the Company’s COM701 in combination with Bristol-Myers Squibb’s programmed death-1 (PD-1) immune checkpoint inhibitor Opdivo® (nivolumab), in patients with advanced solid tumors. In conjunction with the Master Clinical Agreement, Bristol-Myers Squibb made a $12,000 equity investment in the Company. Under the terms of the securities purchase agreement, Bristol-Myers Squibb purchased 2,424,243 Ordinary Shares of the Company at a purchase price of $4.95 per share. The share price represents a 33% premium over the average closing price of Compugen’s Ordinary Shares for twenty (20) Nasdaq trading days prior to the execution of the securities purchase agreement. The investment closed on October 12, 2018.
The premium over the fair market value in the amount of $4,121 represents the relative fair value of deferred participation of Bristol-Myers Squibb in R&D expenses which will be amortized over the period of the clinical trial based on the progress in the R&D, in accordance with ASC 808 "Collaborative Arrangements" and $7,788 (net of $91 issuance expenses) were considered equity investment.
COMPUGEN LTD. AND ITS SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
NOTE 5:-SHAREHOLDERS’ EQUITY (Cont.)
In March 2020, the Company entered into an underwriting agreement with SVB Leerink LLC and Stifel, Nicolaus & Company, Incorporated, as representatives of the several underwriters relating to the issuance and sale in a public offering of 8,333,334 of the Company's Ordinary Shares at a price to the public of $9.00 per share (and a price of $8.46 per share to the underwriters). Such shares were issued on March 16, 2020. In addition, the Company granted the underwriters a 30-day option to purchase additional Ordinary Shares at the price set forth above. On April 14, 2020, the Company issued and sold, pursuant to that underwriting agreement an additional 483,005 Ordinary Shares pursuant to the underwriters’ option specified above. The Company sold a total of 8,816,339 Ordinary Shares in the offering with proceeds of $74,147 (net of $5,200 issuance expenses).
b.Stock option plan:
During the six-month period ended June 30, 2021, the Company's Board of Directors granted 66,500 options to purchase Ordinary Shares of the Company to employees. The exercise prices for such options range from $7.59 to $13.32 per Ordinary Share, with vesting to occur in up to four years.
The following table presents the assumptions used to estimate the fair value of the options granted in the periods presented:
| | Six months ended June 30, | |
| | 2021 | | | 2020 | |
| | Unaudited | |
| | | | | | |
Volatility | | | 66%-67% | | | | 55%-59% | |
Risk-free interest rate | | | 0.5%-0.8% | | | | 0.5%-1.6% | |
Dividend yield | | | 0% | | | | 0% | |
Expected life (years) | | | 5.1 | | | | 5.0-5.1 | |
Weighted average fair value of options granted during the six-month periods ended June 30, 2021 and 2020 were $5.54 and $3.10, respectively.
During the six-month periods ended June 30, 2021 and 2020, the Company recorded share based compensation in a total amount of $1,805 and $968, respectively.
As of June 30, 2021, the total unrecognized estimated compensation cost related to non-vested stock options granted prior to that date was $9,596 which is expected to be recognized over a weighted average period of approximately 3.00 years.
For the six months ended June 30, 2021 and 2020, the total weighted average number of shares related to outstanding options and warrants excluded from the calculations of diluted net loss per share were 6,242,283 and 7,984,232, respectively.
COMPUGEN LTD. AND ITS SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
NOTE 5:-SHAREHOLDERS' EQUITY (Cont.)
c.Employee Stock Purchase Plan:
The Company selected the Black-Scholes-Merton option-pricing model as the most appropriate fair value method for its stock-option awards and Employee Stock Purchase Plan (“ESPP”).
As of June 30, 2021, 36,639 Ordinary Shares had been purchased under the ESPP and 563,361 Ordinary Shares were available for future issuance under the ESPP.
| | Six months ended June 30, | |
| | 2021 | | | 2020 | |
| | Unaudited | |
| | | | | | |
Volatility | | | 64%-70% | | | | - | |
Risk-free interest rate | | | 0.0%-0.1% | | | | - | |
Dividend yield | | | 0% | | | | - | |
Expected life (years) | | | 0.4-0.5 | | | | - | |
During the six-month period ended June 30, 2021, the Company recorded ESPP compensation in a total amount of $111.
NOTE 6:-FINANCIAL AND OTHER INCOME, NET
| | Six months ended June 30, | |
| | 2021 | | | 2020 | |
| | Unaudited | |
| | | | | | |
Interest income | | $ | 528 | | | $ | 878 | |
Exchange rate differences and other | | | 31 | | | | (72 | ) |
| | | | | | | | |
Financial and other income, net | | $ | 559 | | | $ | 806 | |
COMPUGEN LTD. AND ITS SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
NOTE 7:-RELATED PARTY BALANCES AND TRANSACTIONS
Balances with related parties:
| | June 30, | | | December | |
| | 2021 | | | 31, 2020 | |
| | Unaudited | | | | |
| | | | | | |
Trade and other payables (a) | | $ | 62 | | | $ | 83 | |
Related parties' expenses:
| | Six months ended June 30, | |
| | 2021 | | | 2020 | |
| | Unaudited | |
| | | |
Amounts charged to: | | | | | | |
| | | | | | |
Research and development expenses (a) | | $ | 110 | | | $ | 146 | |
(a) | The Company incurred expenses for research and development services provided by related party for cancer studies in animal models, and breeding and maintenance of animals (mice) to support such studies. |