Sales Agreement - Form 6-K

Compugen Ltd.

On January 31, 2023, Compugen Ltd. (the "Company") entered into a Sales Agreement (the "Sales Agreement") with SVB Securities LLC ("SVB"), as sales agent, pursuant to which the Company may offer and sell, from time to time through SVB, ordinary shares, par value NIS 0.01 per share, of the Company (the "Ordinary Shares"). The offer and sale of the Ordinary Shares, if any, will be made pursuant to the Company's shelf registration statement on Form F-3 (File No. 333-240183), previously declared effective by the Securities and Exchange Commission on August 7, 2020 (the "Registration Statement"), as supplemented by the prospectus supplement relating to the Ordinary Shares which may be issued from time to time pursuant to the Sales Agreement, dated January 31, 2023 (the "Prospectus Supplement"). Pursuant to the Prospectus Supplement, the Company may offer and sell up to $50 million of Ordinary Shares (the "Shares").

Under the Sales Agreement, SVB may sell Shares by any method permitted by law and deemed to be an "at the market offering" as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended, including sales made directly on The Nasdaq Global Market, or on any other existing trading market for the Ordinary Shares.

The Company may instruct SVB not to sell Shares if the sales cannot be effected at or above the price designated by the Company from time to time. The Company is not obligated to make any sales of Shares under the Sales Agreement and no assurance can be given that it will sell any Shares under the Sales Agreement, or, if it does, as to the price or number of Shares that it will sell, or the dates on which any such sales will take place. The aggregate compensation payable to SVB as sales agent is equal to 3.0% of the aggregate gross sales price of the Shares sold pursuant to the Sales Agreement.

The Sales Agreement may be terminated by either party as set forth in the Sales Agreement.

The foregoing description of the Sales Agreement is not complete and is qualified in its entirety by reference to the full text of such agreement, a copy of which is furnished herewith as Exhibit 1.1 to this Report on Form 6-K and is incorporated herein by reference.

A copy of the opinion of Shibolet & Co., Law Firm, Israeli counsel to the Company, relating to the legality of the issuance and sale of the Shares pursuant to the Sales Agreement, is attached as Exhibit 5.1 hereto. This opinion is also furnished with reference to, and is hereby incorporated by reference into, the Registration Statement.

This Report on Form 6-K shall not constitute an offer to sell or the solicitation of an offer to buy the Shares, nor shall there be any offer, solicitation, or sale of the Shares in any state in which such offer, solicitation or sale would be unlawful.

The information contained in this Report on Form 6-K (including the exhibits hereto) is hereby incorporated by reference into the Company's Registration Statement on Form F-3, File No. 333-240183.

Exhibits

Exhibit