Business Context and Reporting Period
Compugen Ltd., a foreign private issuer, filed Form 6-K for the month of January 2023. The filing discloses the entry into a Sales Agreement with SVB Securities LLC on January 31, 2023, to facilitate an "at-the-market" offering of ordinary shares.
Key Financial Metrics
This filing is a disclosure of a corporate action and does not contain financial performance data. The text does not provide values for revenue, profit, cash flow, margins, debt, or liquidity.
Material Changes
The material change reported is the authorization of a new equity financing mechanism. The Company may offer and sell up to $50 million of ordinary shares through SVB Securities LLC. The agreement allows for sales on The Nasdaq Global Market or other existing trading markets, subject to price designations by the Company.
Guidance, Outlook, and Risks
- Outlook: The Company is not obligated to sell any shares under the agreement, and no assurance is given regarding the price, number of shares, or timing of any sales.
- Compensation: SVB Securities LLC will receive compensation equal to 3.0% of the aggregate gross sales price of shares sold.
- Termination: The Sales Agreement may be terminated by either party as set forth in the agreement terms.
- Risks: The filing notes that the report does not constitute an offer to sell shares in any jurisdiction where such an offer would be unlawful.
Key Facts for Investor Verification
- Maximum offering size is capped at $50 million.
- Sales are conducted via an "at-the-market" offering under Rule 415(a)(4).
- The offering relies on a shelf registration statement (File No. 333-240183) declared effective on August 7, 2020.
- The Company retains the right to instruct the sales agent to halt sales if prices fall below designated levels.