Document and Entity Information
Document and Entity Information | 12 Months Ended |
Dec. 31, 2019shares | |
Document and Entity Information [Abstract] | |
Document Type | 20-F |
Amendment Flag | false |
Document Period End Date | Dec. 31, 2019 |
Entity Registrant Name | COMPUGEN LTD |
Entity Central Index Key | 0001119774 |
Current Fiscal Year End Date | --12-31 |
Document Fiscal Period Focus | FY |
Document Fiscal Year Focus | 2019 |
Entity Filer Category | Accelerated Filer |
Document Annual Report | true |
Document Transition Report | false |
Document Shell Company Report | false |
Entity Shell Company | false |
Entity Emerging Growth Company | false |
Entity Common Stock, Shares Outstanding | 67,922,836 |
Entity Current Reporting Status | Yes |
Entity Well-known Seasoned Issuer | No |
Entity Voluntary Filers | No |
Entity Interactive Data Current | Yes |
Entity Incorporation State Country Code | IL |
Entity File Number | 000-30902 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 9,187 | $ 5,861 |
Restricted cash | 652 | 605 |
Short-term bank deposits | 34,040 | 39,209 |
Other accounts receivable and prepaid expenses | 1,121 | 903 |
Total current assets | 45,000 | 46,578 |
NON-CURRENT ASSETS: | ||
Long-term prepaid expenses | 693 | 776 |
Severance pay fund | 2,485 | 2,454 |
Operating lease right of use asset | 3,247 | |
Property and equipment, net | 2,338 | 3,372 |
Total non-current assets | 8,763 | 6,602 |
Total assets | 53,763 | 53,180 |
CURRENT LIABILITIES: | ||
Trade payables | 1,088 | 2,946 |
Short-term deferred participation in R&D expenses | 774 | 1,089 |
Current maturity of operating lease liability | 600 | |
Other accounts payable and accrued expenses | 4,357 | 5,954 |
Total current liabilities | 6,819 | 9,989 |
NON- CURRENT LIABILITIES: | ||
Long- term deferred participation in R&D expenses | 2,691 | 3,003 |
Long- term operating lease liability | 2,978 | |
Accrued severance pay | 2,954 | 2,945 |
Total non-current liabilities | 8,623 | 5,948 |
COMMITMENTS AND CONTINGENT LIABILITIES | ||
SHAREHOLDERS' EQUITY: | ||
Share capital: Ordinary shares of NIS 0.01 par value: 200,000,000 and 100,000,000 shares authorized at December 31, 2019 and 2018, respectively; 67,922,836 and 59,849,784 shares issued and outstanding at December 31, 2019 and 2018, respectively | 187 | 164 |
Additional paid-in capital | 396,312 | 367,920 |
Accumulated other comprehensive income | ||
Accumulated deficit | (358,178) | (330,841) |
Total shareholders' equity | 38,321 | 37,243 |
Total liabilities and shareholders' equity | $ 53,763 | $ 53,180 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - ₪ / shares | Dec. 31, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Ordinary shares, par value per share | ₪ 0.01 | ₪ 0.01 |
Ordinary shares, shares authorized | 200,000,000 | 100,000,000 |
Ordinary shares, shares issued | 67,922,836 | 59,849,784 |
Ordinary shares, shares outstanding | 67,922,836 | 59,849,784 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Statement [Abstract] | |||
Revenue | $ 17,800 | ||
Cost of revenue | 1,034 | ||
Gross profit | 16,766 | ||
Operating expenses: | |||
Research and development expenses, net | 19,816 | 30,318 | 28,583 |
Marketing and business development expenses | 651 | 1,634 | 1,189 |
General and administrative expenses | 8,412 | 8,041 | 7,633 |
Total operating expenses | 28,879 | 39,993 | 37,405 |
Operating loss | (28,879) | (23,227) | (37,405) |
Financial and other income, net | 820 | 628 | 339 |
Loss before taxes on income | (28,059) | (22,599) | (37,066) |
Taxes on income | 722 | ||
Net loss | $ (27,337) | $ (22,599) | $ (37,066) |
Basic net loss per share | $ (0.43) | $ (0.41) | $ (0.72) |
Diluted net loss per share | $ (0.43) | $ (0.41) | $ (0.72) |
Other comprehensive loss: | |||
Unrealized gain arising during the period from foreign currency derivative contracts | $ 17 | ||
Realized loss (gain) arising during the period from foreign currency derivative contracts | (17) | (7) | |
Total comprehensive loss | $ (27,337) | $ (22,616) | $ (37,056) |
Weighted average number of ordinary shares used in computing basic net loss per share | 63,636,673 | 55,277,428 | 51,179,694 |
Weighted average number of ordinary shares used in computing diluted net loss per share | 63,636,673 | 55,277,428 | 51,179,694 |
STATEMENTS OF CHANGES IN SHAREH
STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY - USD ($) $ in Thousands | Ordinary shares [Member] | Additional paid-in capital [Member] | Accumulated other comprehensive Income [Member] | Accumulated deficit [Member] | Total | |
Balance at Dec. 31, 2016 | $ 140 | $ 334,337 | $ 7 | $ (270,965) | $ 63,519 | |
Balance, shares at Dec. 31, 2016 | 51,131,534 | |||||
Options exercised | [1] | 201 | 201 | |||
Options exercised, shares | 161,536 | |||||
Stock-based compensation relating to options issued to employees, directors and non-employees | 2,633 | 2,633 | ||||
Changes in other comprehensive income (loss) from foreign currency derivative contracts | 10 | 10 | ||||
Cumulative effect adjustment from adoption of ASU 2016-09 | 211 | (211) | ||||
Net loss | (37,066) | (37,066) | ||||
Balance at Dec. 31, 2017 | $ 140 | 337,382 | 17 | (308,242) | $ 29,297 | |
Balance, shares at Dec. 31, 2017 | 51,293,070 | 51,293,070 | ||||
Options exercised | $ 2 | 683 | $ 685 | |||
Options exercised, shares | 765,420 | |||||
Issuance of shares and warrants, net | $ 22 | 27,689 | 27,711 | |||
Issuance of shares and warrants, net, shares | 7,791,294 | |||||
Stock-based compensation relating to options issued to employees, directors and non-employees | 2,166 | 2,166 | ||||
Changes in other comprehensive income (loss) from foreign currency derivative contracts | (17) | (17) | ||||
Net loss | (22,599) | (22,599) | ||||
Balance at Dec. 31, 2018 | $ 164 | 367,920 | (330,841) | $ 37,243 | ||
Balance, shares at Dec. 31, 2018 | 59,849,784 | 59,849,784 | ||||
Options exercised | $ 3 | 3,246 | $ 3,249 | |||
Options exercised, shares | 878,378 | |||||
Issuance of shares, net | $ 20 | 22,738 | 22,758 | |||
Issuance of shares, net, shares | 7,194,674 | |||||
Stock-based compensation relating to options issued to employees, directors and non-employees | 2,408 | 2,408 | ||||
Net loss | (27,337) | (27,337) | ||||
Balance at Dec. 31, 2019 | $ 187 | $ 396,312 | $ (358,178) | $ 38,321 | ||
Balance, shares at Dec. 31, 2019 | 67,922,836 | 67,922,836 | ||||
[1] | Represent less than $1. |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Cash flows from operating activities: | |||
Net loss | $ (27,337) | $ (22,599) | $ (37,066) |
Adjustments required to reconcile net loss to net cash used in operating activities: | |||
Stock-based compensation | 2,408 | 2,166 | 2,633 |
Depreciation | 989 | 1,394 | 1,593 |
Increase (decrease) in Severance pay, net | (22) | 46 | (33) |
Loss (gain) from property and equipment sales and disposals | (135) | 52 | |
Decrease (increase) in interest receivables from short-term bank deposits | 66 | (288) | 247 |
Decrease (increase) in other accounts receivable and prepaid expenses | (142) | (179) | 422 |
Decrease (increase) in long-term prepaid expenses | 83 | (666) | (18) |
Decrease in operating lease right of use asset | 2,165 | ||
Increase (decrease) in trade payables and other accounts payable and accrued expenses | (3,502) | 2,691 | 1,564 |
Increase (decrease) in deferred participation in R&D expenses | (627) | 4,092 | |
Decrease in operating lease liability | (1,834) | ||
Net cash used in operating activities | (27,888) | (13,291) | (30,658) |
Cash flows from investing activities: | |||
Proceeds from maturity of short-term bank deposits | 59,403 | 27,400 | 71,560 |
Investment in short-term bank deposits | (54,300) | (62,403) | (24,900) |
Purchase of property and equipment | (155) | (158) | (385) |
Proceeds from sale of property and equipment | 382 | 2 | |
Net cash provided by (used in) investing activities | 5,330 | (35,159) | 46,275 |
Cash flows from financing activities: | |||
Proceeds from issuance of ordinary shares, net | 22,758 | 27,711 | |
Proceeds from exercise of options | 3,173 | 685 | 201 |
Net cash provided by financing activities | 25,931 | 28,396 | 201 |
Increase (decrease) in cash, cash equivalents and restricted cash | 3,373 | (20,054) | 15,818 |
Cash, cash equivalents and restricted cash at the beginning of the year | 6,466 | 26,520 | 10,702 |
Cash and cash equivalents and restricted cash at the end of the year | 9,839 | 6,466 | 26,520 |
Supplemental disclosure of non-cash investing and financing activities: | |||
Change in receivables from foreign currency derivative contracts | 17 | (10) | |
Purchase of property and equipment | 47 | 15 | 33 |
Receivables on account of shares | 76 | ||
Right of use asset | 363 | ||
Operating lease liability | (363) | ||
Cash paid (received) during the year for: | |||
Cash paid for amounts included in the measurement of lease liabilities | 1,577 | ||
Interest payments received from bank short-term deposits and cash equivalents | $ 1,002 | $ 355 | $ 640 |
GENERAL
GENERAL | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GENERAL | NOTE 1: - GENERAL a. Compugen Ltd. (the “ Company b. The Company is headquartered in Holon, Israel. Its clinical development activities operate from its United States subsidiary in South San Francisco, CA. c. The Company has incurred losses in the amount of $ 27,337 during the year ended December 31, 2019, has an accumulated deficit of $ 358,178 as of December 31, 2019 and has an accumulated negative cash flow from operating activities in the amount of $ 27,888 for the year ended December 31, 2019. On February 26, 2019, the Company announced a corporate restructuring to reduce costs by consolidating and streamlining R&D operations. The restructuring included reducing its workforce by 35%, consolidating R&D activities in one location in Israel and outsourcing certain preclinical activities to third-party service providers. The Company believes that its existing capital resources will be adequate to satisfy its expected liquidity requirements through mid-2021. d. 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 for 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 for the BAY 1905254 program, 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 license from Compugen. e. 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 is eligible to receive up to $ 200,000 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. f. On October 10, 2018, the Company entered into a Master Clinical Trial Collaboration Agreement (the “Agreement”) with Bristol-Myers Squibb Company (“Bristol-Myers Squibb”) to evaluate the safety and tolerability of Compugen’s COM701 in combination with Bristol-Myers Squibbs’ PD-1 immune checkpoint inhibitor Opdivo® (nivolumab), in patients with advanced solid tumors. Pursuant to the 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 is 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 will each supply the other company with its own compound for the other party’s study, and otherwise each party will be responsible for all costs associated with the study that it is conducting. In conjunction with the signing of the Agreement, Bristol-Myers Squibb made a $ 12,000 investment in Compugen, see Note 8b. |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | NOTE 2: - SIGNIFICANT ACCOUNTING POLICIES The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States ("U.S. GAAP"). a. Use of estimates: The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions. The Company's management believes that the estimates, judgments and assumptions used are reasonable based upon information available at the time they are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. b. Financial statements in U.S. dollars: The reporting and functional currency of the Company is the U.S. dollar, as the Company's management believes that the U.S. dollar is the primary currency of the economic environment in which the Company and Compugen USA, Inc. have operated and expect to continue to operate in the foreseeable future. Transactions and balances denominated in U.S. dollars are presented at their original amounts. Monetary accounts denominated in currencies other than the dollar are re-measured into dollars in accordance with ASC No. 830, "Foreign Currency Matters". All transaction gains and losses from the re-measurement of monetary balance sheet items are reflected in the consolidated statement of comprehensive loss as financial income or expenses, as appropriate. c. Basis of consolidation: The consolidated financial statements include the accounts of the Company and Compugen USA, Inc. Intercompany transactions and balances have been eliminated upon consolidation. d. Cash equivalents: Cash equivalents are short-term highly liquid investments that are readily convertible to cash with original maturities of three months or less at acquisition. e. Restricted cash: Restricted cash is held in interest bearing saving accounts which are used as a security for the Company's Israeli facility leasehold bank guarantee and credit card security for Compugen USA Inc. f. Short-term bank deposits: Bank deposits with maturities of more than three months but less than one year are included in short-term bank deposits. Such short-term bank deposits are stated at cost which approximates market values. The short-term bank deposits as of December 31, 2019 and 2018 are in U.S. dollars and bear an annual weighted average interest rate of 2.37% and 2.35%, respectively. g. Property and equipment, net: Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets at the following annual rates: % Computers, software and related equipment 33 Laboratory equipment and office furniture 6 - 20 (mainly 20) Leasehold improvements Shorter of the term of the lease or useful life h. Impairment of long-lived assets: The long-lived assets of the Company and Compugen USA, Inc. are reviewed for impairment in accordance with ASC 360, "Property, Plant, and Equipment," whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset with the future undiscounted cash flows expected to be generated by the assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. During the years 2019, 2018 and 2017, no impairment losses have been identified. i. Revenue recognition: The Company generates revenues mainly from its collaborative and license agreements. The revenues are derived mainly from upfront license payments, research and development services and contingent payments related to milestone achievements. The Company has adopted the new revenue standard, Topic 606 – “Revenue from Contracts with Customers”, as of January 1, 2018, using a modified retrospective adoption transition to each prior reporting period presented. The adoption did not have an effect over the Consolidated Financial Statements on the adoption date and no adjustment to prior year consolidated financial statements was required. The Company analyzes its collaboration arrangements to assess whether they are within the scope of ASC 606. In determining the appropriate amount of revenue to be recognized as the Company fulfills its obligations under each of its agreements, the Company performs the following steps: • Identification of the contract, or contracts, with a customer • Identification of the performance obligations in the contract - At contract inception, the Company assesses the goods or services promised in a contract with a customer and identifies those distinct goods and services that represent a performance obligation. A promised good or service may not be identified as a performance obligation if it is immaterial in the context of the contract with the customer, if it is not separately identifiable from other promises in the contract (either because it is not capable of being separated or because it is not separable in the context of the contract), or if the performance obligation does not provide the customer with a material right. • Determination of the transaction price The Company considers the terms of the contract and its customary business practices to determine the transaction price. The transaction price is the amount of consideration to which the Company expects to be entitled in exchange for transferring promised goods or services to a customer. The consideration promised in a contract with a customer may include fixed amounts, variable amounts, or both. Variable consideration will only be included in the transaction price when it is not considered constrained, which is when it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur. • Allocation of the transaction price to the performance obligations in the contract If it is determined that multiple performance obligations exist, the transaction price is allocated at the inception of the agreement to all identified performance obligations based on the relative standalone selling prices. The relative selling price for each deliverable is estimated using objective evidence if it is available. If objective evidence is not available, the Company uses its best estimate of the selling price for the deliverable. • Recognition of revenue when, or as, the Company satisfies a performance obligation - Revenue is recognized when, or as, the Company satisfies a performance obligation by transferring a promised good or service to a customer. An asset is transferred when, or as, the customer obtains control of that asset, which for a service is considered to be as the services are received and used. After contract inception, the transaction price is reassessed at every period end and updated for changes such as resolution of uncertain events. Any change in the transaction price is allocated to the performance obligations on the same basis as at contract inception. The Company entered into an exclusive license agreement with AstraZeneca. Under the terms of the agreement, Compugen provided AstraZeneca with an exclusive license to intellectual property ("IP”) rights of the Company for the development of bi-specific and multi-specific antibody products derived from a Compugen pipeline program. Compugen received a $ 10,000 upfront nonrefundable payment and is eligible to receive up to $ 200,000 in development, regulatory and commercial milestones for the first product as well as tiered royalties on future product sales. Under ASC 606, the Company determined the license to the IP to be a functional IP that has significant standalone functionality. The Company is not required to continue to support, develop or maintain the intellectual property transferred and will not undertake any activities to change the standalone functionality of the IP. Therefore, the license to the IP is a distinct performance obligation and as such revenue is recognized at the point in time that control of the license is transferred to the customer. Future milestone payments are considered variable consideration and are subject to the variable consideration constraint (i.e. will be recognized once concluded that it is “probable” that a significant reversal of the cumulative revenues recognized under the contract will not occur in future periods when the uncertainty related to the variable consideration is resolved). Therefore, as the milestone payments are not probable, revenue was not recognized in respect to such milestone payments. Sales- or usage-based royalties to be received in exchange for licenses of IP are recognized at the later of when (1) the subsequent sale or usage occurs or (2) the performance obligation to which some or all of the sales- or usage-based royalty has been allocated is satisfied (in whole or in part). As royalties are payable based on future Commercial Sales, as defined in the agreement, which did not occur as of the financial statements date, the Company did not recognize any revenues from royalties. On September 20, 2018 the Company achieved the fourth substantive milestone with respect to the remaining licensed program, under the Bayer Agreement according to which the Company recognized revenues in total amount of $ 7,800 in accordance with the criteria prescribed under ASC 606. For information regarding disaggregated revenues, please refer to Note 11 below. j. Cost of revenues: Cost of revenues consist of certain royalties and milestones paid. k. Research and development expenses, net: Research and development costs are charged to the statement of comprehensive loss as incurred and are presented net of the amount of any grants the Company receives for research and development in the period in which the grant was received. The portion of the Bristol-Myers Squibb $ 12,000 investment over the fair market value of the shares issued in the amount of $ 4,121 was considered as deferred participation of Bristol-Myers Squibb in R&D expenses which is amortized over the period of the clinical trial based on the progress in the R&D, in accordance with ASC 808 “Collaborative Arrangements”, see Note 1i and Note 8b. Amortization of participation in R&D expenses for the years ended December 31, 2019 and 2018 were $ 627 and $ 29, respectively. l. Severance pay: The Company's liability for severance pay for its Israeli employees is calculated pursuant to Israeli Severance Pay Law based on the most recent salary of the employees multiplied by the number of years of employment as of the balance sheet date, and is in large part covered by regular deposits with recognized pension funds, deposits with severance pay funds and purchases of insurance policies. The value of these deposits and policies is recorded as an asset in the Company's balance sheet. Pursuant to Section 14 of the Israeli Severance Pay Law, for Israeli employees under this section, the Company's contributions for severance pay have replaced its severance obligation. Upon contribution of the full amount of the employee's monthly salary for each year of service, no additional calculations are conducted between the parties regarding the matter of severance pay and no additional payments are made by the Company to the employee. Further, the related obligation and amounts deposited on behalf of the employee for such obligation are not stated on the balance sheet, as the Company is legally released from the obligation to employees once the deposit amounts have been paid. Severance expenses for the years ended December 31, 2019, 2018 and 2017 amounted to approximately $ 366, $ 556 and $ 365, respectively. m. Stock-based compensation: The Company accounts for stock-based compensation to employees and non-employees in accordance with ASC 718, "Compensation - Stock Compensation", ("ASC 718"), which requires companies to estimate the fair value of equity-based payment awards on the date of grant using an option-pricing model. The Company accounts for forfeitures as they occur. The value of the pro-rata portion of the award, assuming no forfeiture, is recognized in the Company's consolidated statement of comprehensive loss as an expense over the requisite service periods. Upon forfeiture the expense is adjusted so that expense is recognized for the portion of the award that is actually vested. The Company recognizes compensation expenses for the value of its awards granted based on the straight-line method over the requisite service period of each of the awards. The Company selected the Black-Scholes-Merton ("Black-Scholes") option-pricing model as the most appropriate fair value method for its share-options awards. The option-pricing model requires a number of assumptions, of which the most significant are the expected share price volatility and the expected option term. Expected volatility was calculated based on actual historical share price movements over a term that is equivalent to the expected term of granted options. The expected term of options granted is based on historical experience and represents the period of time that options granted are expected to be outstanding. The risk-free interest rate is based on the yield from U.S. treasury bonds with an equivalent term. The Company has historically not paid dividends and has no foreseeable plans to pay dividends. The Company used the following weighted-average assumptions for options granted to employees and directors: Year ended December 31, 2019 2018 2017 Volatility 54.29 % 53.21 % 50.7 % Risk-free interest rate 1.96 % 2.9 % 1.86 % Dividend yield 0 % 0 % 0 % Expected life (years) 5.0 4.9 4.8 n. Concentration of credit risks: Financial instruments that potentially subject the Company and Compugen USA, Inc. to concentration of credit risk consist principally of cash and cash equivalents, restricted cash, short-term bank deposits and foreign currency derivative contracts. Cash, cash equivalents, restricted cash and short-term bank deposits are invested in major banks in Israel and in the U.S. Generally, these deposits may be redeemed upon demand and bear minimal risk. 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. The derivative instruments hedge a portion of the Company's non-dollar currency exposure. Counterparty to the Company's derivative instruments is major financial institution. As of December 31, 2019 and 2018 there were no such contracts. o. Basic and diluted loss per share: Basic loss per share is calculated based on the weighted average number of ordinary shares outstanding during each year. Diluted net loss per share is calculated based on the weighted average number of ordinary shares outstanding during each year, plus dilutive potential in accordance with ASC 260, "Earnings per Share." All outstanding share options and warrants for the years ended December 31, 2019, 2018 and 2017 have been excluded from the calculation of the diluted net loss per share, because all such securities are anti-dilutive for all periods presented. As of December 31, 2019, 2018 and 2017 the total weighted average number of shares related to outstanding options excluded from the calculations of diluted net loss per share were 12,754,803, 11,035,644 and 8,774,219, respectively. p. Income taxes: The Company accounts for income taxes in accordance with ASC No. 740, "Income Taxes", ("ASC 740") which prescribes the use of the liability method whereby deferred tax asset and liability account balances are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company provides a valuation allowance, if necessary, to reduce deferred tax assets to their estimated realizable value. As of December 31, 2019 and 2018, a full valuation allowance was provided by the Company. ASC 740 contains a two-step approach to recognizing and measuring a liability for uncertain tax positions. The first step is to evaluate the tax position taken or expected to be taken in a tax return by determining if the weight of available evidence indicates that it is more likely than not that, on an evaluation of the technical merits, the tax position will be sustained on audit, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. The Company believes that its income tax filing positions and deductions will be sustained on audit and does not anticipate any adjustments that will result in a material change to its financial position. Therefore, no reserves for uncertain income tax positions have been recorded pursuant to ASC 740-10. q. Fair value of financial instruments: The Company applies ASC 820, "Fair Value Measurements and Disclosures" ("ASC 820"), pursuant to which fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., the "exit price") in an orderly transaction between market participants at the measurement date. In determining fair value, the Company uses various valuation approaches. ASC 820 establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputting that market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company's assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy is broken down into three levels based on the inputs as follows: Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company can access at the measurement date. Level 2 - Valuations based on one or more quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly. Level 3 - Valuations based on inputs that are unobservable and significant to the overall fair value measurement. The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The carrying amounts of cash and cash equivalents, restricted cash, short-term bank deposits , other accounts receivable and prepaid expenses, trade payable and other accounts payable and accrued expenses approximate their fair values due to the short-term maturities of such instruments. The Company measures its investment in foreign currency derivative contracts at fair value (see also Note 10). r. Derivative instruments: The Company accounts for derivatives and hedging based on ASC 815, "Derivatives and Hedging". ASC 815 requires the Company to recognize all derivatives on the balance sheet at fair value. The accounting for changes in the fair value (i.e., gains or losses) of a derivative instrument depends on whether it has been designated and qualifies as part of a hedging relationship and on the type of hedging relationship. For those derivative instruments that are designated and qualify as hedging instruments, the Company must designate the hedging instrument, based upon the exposure being hedged, as a fair value hedge, cash flow hedge, or a hedge of a net investment in a foreign operation. If the derivatives meet the definition of a hedge and are so designated, depending on the nature of the hedge, changes in the fair value of such derivatives will either be offset against the change in fair value of the hedged assets, liabilities, or firm commitments through earnings, or recognized in other comprehensive income until the hedged item is recognized in earnings. The ineffective portion of a derivative's change in fair value is recognized in earnings. 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 December 31, 2019 and 2018, the Company had no outstanding forward contracts. 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 during 2019 ,2018 and 2017 total gains in the amounts of $ 0, $ 20 and $ 422, respectively, were recognized and were classified to operating expenses as effective hedge. For the years ended 2019 ,2018 and 2017 an unrealized gain in the amount of $ 0, $ 0 and $ 17, respectively, were recognized under other comprehensive income (loss). s. Comprehensive income (loss): The Company accounts for comprehensive income (loss) in accordance with ASC 220, "Comprehensive Income". This statement establishes standards for the reporting and display of comprehensive income (loss) and its components in a full set of general-purpose financial statements. Comprehensive income (loss) generally represents all changes in shareholders' equity during the period except those resulting from investments by, or distributions to, shareholders. The Company elected to present the comprehensive income (loss) in a single continuous statement. The Company determined that its items of other comprehensive income (loss) relate to unrealized gains (losses) on foreign currency derivative contracts. t. Recently adopted Accounting Standards: 1. In February 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2016-02 (Topic 842) "Leases." (“ASC 842”) ASC 842 supersedes the lease requirements in Accounting Standards Codification (ASC) Topic 840, "Leases." Under ASC 842, lessees are required to recognize assets and liabilities on the balance sheet for most leases and provide enhanced disclosures. The Company adopted ASC 842 on January 1, 2019, using the modified retrospective approach and consequently did not restate comparative periods. In addition, the Company elected the available practical expedients on adoption which does not require it to reassess the prior conclusions about lease identification, lease classification and initial direct costs. The Company leases real estate, cars and storage areas, which are all classified as operating leases. In addition to rent payments, the leases may require the Company to pay for insurance, maintenance and other operating expenses. The Company determines if an arrangement is a lease at inception. Lease classification is governed by five criteria in ASC 842-10-25-2. If any of these five criteria is met, the Company classifies the lease as a finance lease. Otherwise, the Company classifies the lease as an operating lease. As of December 31, 2019, all arrangements were classified as operating leases. Operating leases are included in operating lease right-of-use (“ROU”) assets and operating lease liabilities in the consolidated balance sheets. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating and finance lease ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. The Company uses its incremental borrowing rate based on the information available at the commencement date to determine the present value of the lease payments. The Company’s incremental borrowing rate is estimated to approximate the interest rate on a collateralized basis with similar terms and payments, and in economic environments where the leased asset is located. Operating lease expenses are recognized on a straight-line basis over the lease term. Some of the lease agreements include rental payments adjusted periodically for inflation. The Company's financial income (expenses), net will be impacted by the revaluation of the lease liabilities in non-USD denominated currencies. The Company’s lease agreements do not contain any material residual value guarantees. The Company elected the short-term lease recognition exemption for all leases with a term shorter than 12 months. This means that for those leases, the Company does not recognize ROU assets or lease liabilities, including not recognizing ROU assets or lease liabilities for existing short-term leases of those assets in transition, but recognizes lease expenses over the lease term on a straight-line basis. Some of the real estate leases contain variable lease payments, including payments subject to annual changes in the Consumer Price Index (CPI). The changes to the CPI are treated as variable lease payments and recognized in the period in which the obligation for those payments was incurred. Upon adoption of ASC 842 as of January 1, 2019, the Company recorded right-of-use leased assets and corresponding liabilities of $ 5,049. See note 4 for additional disclosures. 2. The Company also adopted ASU 2018-07, “Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting.” This ASU supersedes ASC 505-50, “Equity—Equity Based Payments to Non-Employees,” and expands the scope of ASC 718, “Compensation – Stock Compensation,” to include all share-based payment arrangements related to the acquisition of goods and services from both nonemployees and employees. The adoption of this guidance has no material impact on the Company’s financial statements. |
OTHER ACCOUNTS RECEIVABLE AND P
OTHER ACCOUNTS RECEIVABLE AND PREPAID EXPENSES | 12 Months Ended |
Dec. 31, 2019 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
OTHER ACCOUNTS RECEIVABLE AND PREPAID EXPENSES | NOTE 3: - OTHER ACCOUNTS RECEIVABLE AND PREPAID EXPENSES December 31, 2019 2018 Prepaid expenses $ 780 $ 736 Government authorities 35 109 Other 306 58 $ 1,121 $ 903 |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2019 | |
LEASES [Abstract] | |
LEASES | NOTE 4: - LEASES The Company leases all its real estate, storage area and cars under various operating lease agreements that expire on various dates. The Company's operating leases have original lease periods expiring between 2020 and 2022. The offices in Israel lease includes two options to renew. The Company does not assume renewals in its determination of the lease term unless the renewals are deemed to be reasonably certain at lease commencement. The Company has an option to extend the lease of its offices in Israel until 2026, which is reasonably certain to be assured. Lease payments included in the measurement of the lease liability comprise the following: the fixed non-cancelable lease payments and payments for optional renewal periods where it is reasonably certain the renewal period will be exercised. Under ASC 842, all leases with durations greater than 12 months, including non-cancelable operating leases, are now recognized on the balance sheet. The aggregated present value of lease agreements is recorded as a long-term asset titled Operating lease right of use asset. The corresponding lease liabilities are split between Current maturity of operating lease liability within current liabilities and Long-term operating lease liability within long-term liabilities. The Company subleases small part of its leased premises. Sublease income in the year ended December 31, 2019, amounted to $ 30. The following table represents the weighted-average remaining lease term and discount rate: Twelve months ended December 31, 2019 Weighted average remaining lease term 5.8 years Weighted average discount (annual) rate 8.9% Maturities of operating lease liabilities were as follows: December 31, 2019 2020 $ 886 2021 779 2022 787 2023 658 2024 and after 1,454 Total operating lease payments $ 4,564 Less: imputed interest 986 Present value of lease liabilities $ 3,578 Lease liabilities, current $ 600 Lease liabilities, non- current 2,978 Present value of lease liabilities $ 3,578 The above annual minimum future rental commitments include a first option to extend the lease of the Company facility for additional five-year period and exclude a second option to extend the lease of the Company facility for additional five-year period following expiration of the current lease period. |
PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT, NET | NOTE 5: - PROPERTY AND EQUIPMENT, NET December 31, 2019 2018 Cost: Computers, software and related equipment $ 1,365 $ 1,371 Laboratory equipment and office furniture 3,538 5,808 Leasehold improvements 2,316 2,536 7,219 9,715 Accumulated depreciation: Computers, software and related equipment 1,152 1,166 Laboratory equipment and office furniture 2,821 4,247 Leasehold improvements 908 930 4,881 6,343 Depreciated cost $ 2,338 $ 3,372 During 2019 and 2018 total cost of $ 2,698 and $ 87, respectively and total accumulated depreciation of $ 2,451 and $ 33, respectively were disposed from the consolidated balance sheets. For the years ended December 31, 2019, 2018 and 2017, depreciation expenses were approximately $ 989, $ 1,394 and $ 1,593, respectively. |
OTHER ACCOUNTS PAYABLE AND ACCR
OTHER ACCOUNTS PAYABLE AND ACCRUED EXPENSES | 12 Months Ended |
Dec. 31, 2019 | |
Payables and Accruals [Abstract] | |
OTHER ACCOUNTS PAYABLE AND ACCRUED EXPENSES | NOTE 6:- OTHER ACCOUNTS PAYABLE AND ACCRUED EXPENSES December 31, 2019 2018 Employees and related accruals $ 2,646 $ 2,504 Royalties payments related to milestone payments from Bayer - 234 Accrued expenses 1,711 3,216 $ 4,357 $ 5,954 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 7: - COMMITMENTS AND CONTINGENCIES a. The Company provided bank guarantees in the amount of $ 615 related to its offices in Israel, car leases in Israel, foreign currency derivative contracts and credit card security for its U.S. subsidiary. The Company also provided guarantee for the benefit of the landlord of its subsidiary’s old premises, to secure obligations of its sublessee toward its landlord. The subsidiary’s old lease term ends on May 31, 2021. b. Under 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, (the "IIA"), the Company is not obligated to repay any amounts received from the IIA 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 years ended December 31, 2019, 2018 and 2017, the Company had an aggregate of paid and accrued royalties to the IIA, recorded as cost of revenue in the consolidated statements of comprehensive loss in the amount of $ 0, $ 534 and $ 0, respectively. As of December 31, 2019, 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 approximately to $ 9,147. 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 payments referred together as "Contingent Fees"). For the years ended December 31, 2019, 2018 and 2017, the Company incurred such Contingent Fees in the amounts of $ 0, $ 500 and $ 0. 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 was entitled to 4% of the cash considerations that may be received under such transactions. In 2014, the May 2012 Agreement was terminated except for certain payments arising from the Bayer Agreement which survive termination until August 5, 2025. For the years ended December 31, 2019, 2018 and 2017, the Company had an aggregate of paid and accrued payments recorded as marketing and business development expenses in the consolidated statement of comprehensive loss in the amount of $ 0, $ 312 and $ 0, respectively. 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. |
SHAREHOLDERS' EQUITY
SHAREHOLDERS' EQUITY | 12 Months Ended |
Dec. 31, 2019 | |
Stockholders' Equity Note [Abstract] | |
SHAREHOLDERS' EQUITY | NOTE 8:- SHAREHOLDERS' EQUITY a. Ordinary shares: The ordinary shares confer upon their holders the right to attend and vote at general meetings of the shareholders. Subject to the rights of holders of shares with limited or preferred rights which may be issued in the future, the ordinary shares of the Company confer upon the holders thereof equal rights to receive dividends, and to participate in the distribution of the assets of the Company upon its winding-up, in proportion to the amount paid up or credited as paid up on account of the nominal value of the shares held by them respectively and in respect of which such dividends are being paid or such distribution is being made, without regard to any premium paid in excess of the nominal value, if any. b. Issuance of shares: On May 25, 2018, the Company entered into a Controlled Equity OfferingSM sales agreement with Cantor Fitzgerald & Co. (“Cantor”), as sales agent, pursuant to which the Company may 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") offering, 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 declared effective by the Securities and Exchange Commission (the “SEC”) 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 shares were issued and sold under the ATM, with proceeds of approximately $ 22,914 (net of $ 781 issuance expenses). On June 14, 2018, the Company entered into securities purchase agreement with certain institutional investors and a placement agency agreement with JMP Securities LLC 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 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). On October 10, 2018, the Company entered into a Master Clinical Trial Collaboration Agreement (the “Master Clinical Agreement”) with Bristol-Myers Squibb to evaluate the safety and tolerability of the Company’s COM701 in combination with Bristol-Myers Squibb’s 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 are 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. c. Share option plans: Under the Company's 2000 and 2010 Share Option Plans as amended (together, the "Plan"), options may be granted to employees, directors and non-employees of the Company and Compugen USA Inc. Under the 2010 Share Option Plan the Company reserved for issuance up to an aggregate of 10,395,152 ordinary shares. The Company's Board of Directors last amended the Plan in August 2017, to increase the number of shares available under the 2010 Plan. As of December 31, 2019, 1,294,804 under the 2010 Share Option Plan of the Company are still available for future grant. In general, options granted under the Plan vest over a four-year period and expire 10 years from the date of grant and are granted at an exercise price of not less than the fair market value of the Company's ordinary shares on the date of grant, unless otherwise determined by the Company's board of directors. The exercise price of the options granted under the plans may not be less than the nominal value of the shares into which such options are exercised and the expiration date may not be later than 10 years from the date of grant. If a grantee leaves his or her employment or other relationship with the Company, or if his or her relationship with the Company is terminated without cause (and other than by reason of death or disability, as defined in the Plan), the term of his or her unexercised options will generally expire in 90 days, unless determined otherwise by the Company. Any options that are cancelled or forfeited before expiration become available for future grants. Transactions related to the grant of options to employees and directors under the above plans during the year ended December 31, 2019, were as follows: Number of options Weighted average exercise price Weighted average remaining contractual life Aggregate intrinsic value $ Years $ Options outstanding at beginning of year 8,202,438 4.69 5.97 - Options granted 1,513,000 3.46 Options exercised (878,378 ) 3.70 Options forfeited (1,609,382 ) 5.08 Options expired (3,333 ) 2.46 Options outstanding at end of year 7,224,345 4.47 5.95 12,816 Exercisable at end of year 4,165,052 5.24 4.12 4,961 Weighted average fair value of options granted to employees and directors during the years 2019, 2018 and 2017 was $ 1.67, $ 1.55 and $ 1.66 per share, respectively. Aggregate intrinsic value of exercised options by employees and directors during the years 2019, 2018 and 2017 was $ 979, $ 1,521 and $ 351, respectively. The aggregate intrinsic value of the exercised options represents the total intrinsic value (the difference between the sale price of the Company's share at the date of exercise, and the exercise price) multiplied by the number of options exercised. The aggregate intrinsic value in the table above represents the total intrinsic value (the difference between the Company's closing share price on the last trading day of calendar 2019 and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their options on December 31, 2019. This amount is impacted by the changes in the fair market value of the Company's shares. d. Options to non-employees: Number of options Weighted average exercise price Weighted average remaining contractual life Aggregate intrinsic value $ Years $ Options outstanding at beginning of year 768,000 5.57 3.65 - Options granted 280,000 3.83 Options exercised - - Options forfeited (130,000 ) 5.87 Options expired (40,000 ) 6.38 Options outstanding at end of year 878,000 4.93 3.32 1,126 Exercisable at end of year 430,500 6.06 1.68 165 The Company used the following weighted-average assumptions for general options granted to non-employees: Year ended December 31, 2019 2018 2017 Volatility 56.20 % 55.15 % 52.09 % Risk-free interest rate 1.71 % 2.54 % 2.21 % Dividend yield 0 % 0 % 0 % Expected life (years) 6.00 5.85 5.23 e. As of December 31, 2019, the total unrecognized estimated compensation cost related to non-vested share options granted prior to that date was $ 4,930 which is expected to be recognized over a weighted average period of approximately 2.85 years. The stock-based compensation expenses are included as follows in the expense categories: Year ended December 31, 2019 2018 2017 Research and development expenses $ 1,151 $ 948 $ 1,331 Marketing and business development expenses 46 215 187 General and administrative expenses 1,211 1,003 1,115 $ 2,408 $ 2,166 $ 2,633 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 9:- INCOME TAXES a. Israeli taxation: 1. Tax rates applicable to the income of the Company. Taxable income of the Company is subject to a corporate tax rate as follow: 2017- 24% and 23% in 2018 and 2019. In December 2016, the Israeli Parliament approved the Economic Efficiency Law (Legislative Amendments for Applying the Economic Policy for the 2017 and 2018 Budget Years), 2016 which reduces the corporate income tax rate to 24% (instead of 25%) effective from January 1, 2017 and to 23% effective from January 1, 2018. The deferred tax balances as of December 31, 2019 and 2018 have been calculated based on the revised tax rates. 2. Measurement of taxable income in US dollars: The Company has elected to measure its taxable income and file its tax return under the Israeli Income Tax Regulations (Principles Regarding the Management of Books of Account of Foreign Invested Companies and Certain Partnerships and the Determination of Their Taxable Income), 1986. Accordingly, results for tax purposes are measured in terms of earnings in dollars. 3. Tax benefits under the Israeli Law for the Encouragement of Capital Investments, 1959 (the "Investment Law"): The Company's production facilities in Israel have been granted the status of an "Approved Enterprise" in accordance with the Investment Law under five separate investment programs. According to the provisions of the Investment Law, the Company has been granted the "Alternative Benefit Plan", under which the main benefits are tax exemptions and reduced tax rates. The duration of tax benefits of reduced tax rates is subject to a limitation of the earlier of 12 years from commencement of production, or 14 years from the approval date. This period expired and the Company are no longer entitled for “Approved Enterprise” benefits. 3. Tax benefits under the Israeli Law for the Encouragement of Capital Investments, 1959 (the "Investment Law"): (Cont.) On April 1, 2005, an amendment to the Investment Law came into effect (the "Amendment 60") that significantly changed the provisions of the Investment Law. The Amendment 60 limits the scope of enterprises that may be approved by the Investment Center by setting criteria for the approval of a facility as a "Beneficiary Enterprise" including a provision generally requiring that at least 25% of the Beneficiary Enterprise's income will be derived from export. Another condition for receiving the benefits under the alternative track in respect of expansion programs pursuant to Amendment 60 is a minimum qualifying investment. The Company was eligible under the terms of minimum qualifying investment and elected 2012 as its "year of election". Additionally, the Amendment 60 enacted major changes in the manner in which tax benefits are awarded under the Investment Law so that companies no longer require Investment Center approval in order to qualify for tax benefits. However, the Investment Law provides that terms and benefits included in any certificate of approval already granted will remain subject to the provisions of the Investment Law as they were on the date of such approval. As of December 31, 2019, there was no taxable income attributable to the Beneficiary Enterprise. In January 2011, another amendment to the Investment Law came into effect ("the 2011 Amendment"). According to the 2011 Amendment, the benefit tracks in the Investment Law were modified and a flat tax rate applies to the Company's entire income subject to this amendment (the "Preferred Income"). Once an election is made, the Company's income will be subject to the amended tax rate of 16% from 2015 and thereafter (or 9% a preferred enterprise located in development area A). Commencing 2011 tax year, the Company can elect (without possibility of reversal) to apply the Amendment in a certain tax year and from that year and thereafter, it will be subject to the amended tax rates. The Company does not currently intend to adopt the 2011 Amendment and intends to continue to comply with the Investment Law as in effect prior to enactment of the 2011 Amendment. Accordingly, the Company did not adjust its deferred tax balances as of December 31, 2019. The Company's position may change in the future. 3. Tax benefits under the Israeli Law for the Encouragement of Capital Investments, 1959 (the "Investment Law"): (Cont.) In December 2016, the Economic Efficiency Law (Legislative Amendments for Applying the Economic Policy for the 2016 and 2017 Budget Years), 2016, which includes Amendment 73 to the Law ("Amendment 73") was published. According to Amendment 73, a preferred enterprise located in development area A will be subject to a tax rate of 7.5% instead of 9% effective from January 1, 2016 and thereafter (the tax rate applicable to preferred enterprises located in other areas remains at 16%). Amendment 73 also prescribes special tax tracks for technological enterprises, which are subject to rules that were issued by the Minister of Finance in May 2017. The new tax tracks under the Amendment are as follows: Preferred Technological Enterprise ("PTE") - an enterprise for which total consolidated revenues of its parent company and all subsidiaries are less than NIS 10 billion in a tax year. A PTE, as defined in the Law, which is located in the center of Israel will be subject to tax at a rate of 12% on profits deriving from intellectual property (in development area A - a tax rate of 7.5%). The above changes in the tax rates relating to PTE tax track were not taken into account in the computation of deferred taxes as of December 31, 2019 and 2018, since the Company estimates that it will not implement the PTE tax track. 4. Tax benefits under the law for the Encouragement of Industry (Taxes), 1969 (the "Encouragement Law"): The Encouragement Law provides several tax benefits for industrial companies. An industrial company is defined as a company resident in Israel, at least 90% of the income of which in a given tax year exclusive of income from specified Government loans, capital gains, interest and dividends, is derived from an industrial enterprise owned by it. An industrial enterprise is defined as an enterprise whose major activity in a given tax year is industrial production activity. Management believes that the Company is currently qualified as an "industrial company" under the Encouragement Law and, as such, is entitled to tax benefits, including: (1) deduction of purchase of know-how and patents and/or right to use a patent over an eight-year period; (2) the right to elect, under specified conditions, to file a consolidated tax return with additional related Israeli industrial companies and an industrial holding company; (3) accelerated depreciation rates on equipment and buildings; and (4) expenses related to a public offering on the Tel-Aviv Stock exchange and on recognized stock markets outside of Israel, are deductible in equal amounts over three years. 4. Tax benefits under the law for the Encouragement of Industry (Taxes), 1969 (the "Encouragement Law") (Cont.): Eligibility for benefits under the Encouragement Law is not subject to receipt of prior approval from any Governmental authority. No assurance can be given that the Israeli tax authorities will agree that the Company qualifies, or, that the Company will continue to qualify as an industrial company or that the benefits described above will be available to the Company in the future 5. Net operating losses carryforward and capital loss: As of December 31, 2019 , Compugen Ltd.'s net operating losses carryforward for tax purposes in Israel amounted to approximately $ 279,100. These net operating losses may be carried forward indefinitely and may be offset against future taxable income. b. Non-Israeli subsidiary, Compugen USA, Inc.: On December 22, 2017, the United States enacted the Tax Cuts and Jobs Act (the "U.S. Tax Reform" or "TCJA"); a comprehensive tax legislation that includes significant changes to the taxation of business entities. These changes include several key tax provisions that might impact the Company, among others: (i) a permanent reduction to the statutory federal corporate income tax rate from 35% to 21% effective for tax years beginning after December 31, 2017; (ii) a shift of the U.S. taxation of multinational corporations from a tax on worldwide income to a territorial system (along with certain new rules designed to prevent erosion of the U.S. income tax base - “BEAT”); (iii) establishing immediate deductions for certain new investments instead of deductions for depreciation expense over time, and modifying or repealing many business deductions and credits; and (iv) providing a permanent deduction to corporations generating revenues from non-US markets (known as a deduction for foreign derived intangible income - “FDII”) . In December 2017, the Securities and Exchange Commission staff issued Staff Accounting Bulletin No. 118 (“SAB 118”) to provide guidance for companies that had not completed their accounting measurement for the income tax effects of the TCJA. Due to the complexities involved in accounting for the enactment of the TCJA, SAB 118 allowed for a provisional estimate of the impacts of the TCJA in the Company’s earnings for the year ended December 31, 2017, as well as up to a one year measurement period that ended on December 22, 2018, for any subsequent adjustments to such provisional estimate. As of December 31, 2019, Compugen USA, Inc. has net operating loss carryforwards for federal income tax purposes of approximately $ 5,100 which expires in the years 2023 to 2032. Utilization of the U.S. net operating losses may be subject to substantial annual limitation due to the "change in ownership" provisions of the Internal Revenue Code of 1986 and similar state provisions. The annual limitation may result in the expiration of net operating losses before utilization. Neither Israeli income taxes, foreign withholding taxes nor deferred income taxes were provided in relation to undistributed earnings of the Company's foreign subsidiary. This is because the Company has the intent and ability to reinvest these earnings indefinitely in the foreign subsidiary and therefore those earnings are continually redeployed in those jurisdictions. c. Loss (income) before taxes is comprised as follows: Year ended December 31, 2019 2018 2017 Domestic (Israel) $ 28,799 $ 23,588 $ 37,939 Foreign (740 ) (989 ) (873 ) $ 28,059 $ 22,599 $ 37,066 d. Taxes on income for the year ended December 31, 2019 is comprised from refund of withholding tax payments, which were deducted from milestone payments by the German tax authorities. There were no withholding tax payments for the years ended December 31, 2019, 2018 and 2017. e. Deferred taxes: Deferred taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The Company and Compugen USA, Inc.'s deferred tax assets are comprised of operating loss carryforward and other temporary differences. Significant components of the Company and Compugen USA, Inc. deferred tax assets are as follows: December 31, 2019 2018 Operating loss carryforward $ 65,267 $ 57,564 Research and development 9,377 10,098 Accrued social benefits and other 863 1,456 Right of use assets (763 ) - Lease liabilities 840 - Property and equipment 1 (11 ) Deferred tax asset before valuation allowance 75,585 69,107 Valuation allowance (75,585 ) (69,107 ) Net deferred tax asset $ - $ - The Company and Compugen USA, Inc. have provided full valuation allowances in respect of deferred tax assets resulting from operating loss carryforward and other temporary differences. Management currently believes that since the Company has a history of losses, it is more likely than not that the deferred tax regarding the operating loss carryforward and other temporary differences will not be realized in the foreseeable future. f. Reconciliation of the theoretical tax expense (benefit) to the actual tax expense (benefit): The main reconciling items between the statutory tax rate of the Company and the effective tax rate are the non-recognition of tax benefits from accumulated net operating loss carryforward among the Company and g. Tax assessments: The Company has tax assessments through 2013 that are deemed to be final. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 10:- FAIR VALUE MEASUREMENTS In accordance with ASC 820 "Fair Value Measurements and Disclosures", the Company measures its investment in foreign currency derivative contracts at fair value. 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 and liabilities measured at fair value on a recurring basis, consisted of the following types of instruments as of the following dates: December 31, 2018 Fair value measurements Description Fair value Level 1 Level 2 Level 3 Foreign currency derivative contracts $ 17 $ - $ 17 $ - Total financial assets $ 17 $ - $ 17 $ - |
GEOGRAPHIC INFORMATION AND MAJO
GEOGRAPHIC INFORMATION AND MAJOR CUSTOMERS | 12 Months Ended |
Dec. 31, 2019 | |
Segment Reporting [Abstract] | |
GEOGRAPHIC INFORMATION AND MAJOR CUSTOMERS | NOTE 11:- GEOGRAPHIC INFORMATION AND MAJOR CUSTOMERS The Company's business is currently comprised of one operating segment, the research, development and commercialization of therapeutic and product candidates. The nature of the products and services provided by the Company and the type of customers for these products and services are similar. Operations in Israel and the United States include research and development, clinical operations, marketing and business development. The Company follows ASC 280, "Segment Reporting." Total revenues are attributed to geographic areas based on the location of the end customer. The following represents the total revenue for the years ended December 31, 2019, 2018 and 2017 and long-lived assets as of December 31, 2019 and 2018: Year ended December 31, 2019 2018 2017 Revenue from sales to customers: Europe $ - $ 17,800 $ - Total revenue $ - $ 17,800 $ - December 31, 2019 2018 Long-lived assets: Israel $ 2,312 $ 2,712 United States 26 660 Total long-lived assets $ 2,338 $ 3,372 Year ended December 31, 2019 2018 2017 Sales to a single customer exceeding 10%: Customer A - 44 % - Customer B - 56 % - |
FINANCIAL AND OTHER INCOME, NET
FINANCIAL AND OTHER INCOME, NET | 12 Months Ended |
Dec. 31, 2019 | |
Other Income and Expenses [Abstract] | |
FINANCIAL AND OTHER INCOME, NET | NOTE 12: - FINANCIAL AND OTHER INCOME, NET Year ended December 31, 2019 2018 2017 Interest income $ 935 $ 643 $ 523 Bank fees and other finance expenses (32 ) (23 ) (15 ) Foreign currency translation adjustments (218 ) 60 (169 ) Gain (loss) from sales and disposals of fixed assets 135 (52 ) - Financial and other income, net $ 820 $ 628 $ 339 |
RELATED PARTY BALANCES AND TRAN
RELATED PARTY BALANCES AND TRANSACTIONS | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
RELATED PARTY BALANCES AND TRANSACTIONS | NOTE 13: - RELATED PARTY BALANCES AND TRANSACTIONS December 31, 2019 2018 Trade payables and accrued expenses $ 104 $ 133 Year ended December 31, 2019 2018 2017 Amounts charged to: Research and development expenses $ 241 $ 314 $ 447 For the years ended December 31, 2019, 2018 and 2017 the Company received research and development services related with cancer studies in animal models, and breeding and maintenance of animals (mice) to support such studies. The transaction is at arm’s length. |
LOSSES PER SHARE
LOSSES PER SHARE | 12 Months Ended |
Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |
LOSSES PER SHARE | NOTE 14:- LOSSES PER SHARE The following table sets forth the computation of basic and diluted losses per share: Year ended December 31, 2019 2018 2017 Numerator: Net loss for basic loss per share $ (27,337 ) $ (22,599 ) $ (37,066 ) Net loss for basic loss per share $ (27,337 ) $ (22,599 ) $ (37,066 ) Denominator: Weighted average number of ordinary shares used in computing basic net loss per share 63,636,673 55,277,428 51,179,694 Basic and diluted earnings per ordinary share $ (0.43 ) $ (0.41 ) $ (0.72 ) |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 15:- SUBSEQUENT EVENTS On February 14, 2020, the 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 Agreement, as amended, the Company will sponsor 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 will provide Opdivo® and BMS-986207 at no cost to us for the combination arm of this trial. As part of the amended Agreement, the Company will complete the dose escalation arm of the dual combination of COM701 with Opdivo ® |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Use of estimates: | a. Use of estimates: The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions. The Company's management believes that the estimates, judgments and assumptions used are reasonable based upon information available at the time they are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. |
Financial statements in U.S. dollars: | b. Financial statements in U.S. dollars: The reporting and functional currency of the Company is the U.S. dollar, as the Company's management believes that the U.S. dollar is the primary currency of the economic environment in which the Company and Compugen USA, Inc. have operated and expect to continue to operate in the foreseeable future. Transactions and balances denominated in U.S. dollars are presented at their original amounts. Monetary accounts denominated in currencies other than the dollar are re-measured into dollars in accordance with ASC No. 830, "Foreign Currency Matters". All transaction gains and losses from the re-measurement of monetary balance sheet items are reflected in the consolidated statement of comprehensive loss as financial income or expenses, as appropriate. |
Basis of consolidation: | c. Basis of consolidation: The consolidated financial statements include the accounts of the Company and Compugen USA, Inc. Intercompany transactions and balances have been eliminated upon consolidation. |
Cash equivalents: | d. Cash equivalents: Cash equivalents are short-term highly liquid investments that are readily convertible to cash with original maturities of three months or less at acquisition. |
Restricted cash: | e. Restricted cash: Restricted cash is held in interest bearing saving accounts which are used as a security for the Company's Israeli facility leasehold bank guarantee and credit card security for Compugen USA Inc. |
Short-term bank deposits: | f. Short-term bank deposits: Bank deposits with maturities of more than three months but less than one year are included in short-term bank deposits. Such short-term bank deposits are stated at cost which approximates market values. The short-term bank deposits as of December 31, 2019 and 2018 are in U.S. dollars and bear an annual weighted average interest rate of 2.37% and 2.35%, respectively. |
Property and equipment, net: | g. Property and equipment, net: Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets at the following annual rates: % Computers, software and related equipment 33 Laboratory equipment and office furniture 6 - 20 (mainly 20) Leasehold improvements Shorter of the term of the lease or useful life |
Impairment of long-lived assets: | h. Impairment of long-lived assets: The long-lived assets of the Company and Compugen USA, Inc. are reviewed for impairment in accordance with ASC 360, "Property, Plant, and Equipment," whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset with the future undiscounted cash flows expected to be generated by the assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. During the years 2019, 2018 and 2017, no impairment losses have been identified. |
Revenue recognition: | i. Revenue recognition: The Company generates revenues mainly from its collaborative and license agreements. The revenues are derived mainly from upfront license payments, research and development services and contingent payments related to milestone achievements. The Company has adopted the new revenue standard, Topic 606 – “Revenue from Contracts with Customers”, as of January 1, 2018, using a modified retrospective adoption transition to each prior reporting period presented. The adoption did not have an effect over the Consolidated Financial Statements on the adoption date and no adjustment to prior year consolidated financial statements was required. The Company analyzes its collaboration arrangements to assess whether they are within the scope of ASC 606. In determining the appropriate amount of revenue to be recognized as the Company fulfills its obligations under each of its agreements, the Company performs the following steps: • Identification of the contract, or contracts, with a customer • Identification of the performance obligations in the contract - At contract inception, the Company assesses the goods or services promised in a contract with a customer and identifies those distinct goods and services that represent a performance obligation. A promised good or service may not be identified as a performance obligation if it is immaterial in the context of the contract with the customer, if it is not separately identifiable from other promises in the contract (either because it is not capable of being separated or because it is not separable in the context of the contract), or if the performance obligation does not provide the customer with a material right. • Determination of the transaction price The Company considers the terms of the contract and its customary business practices to determine the transaction price. The transaction price is the amount of consideration to which the Company expects to be entitled in exchange for transferring promised goods or services to a customer. The consideration promised in a contract with a customer may include fixed amounts, variable amounts, or both. Variable consideration will only be included in the transaction price when it is not considered constrained, which is when it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur. • Allocation of the transaction price to the performance obligations in the contract If it is determined that multiple performance obligations exist, the transaction price is allocated at the inception of the agreement to all identified performance obligations based on the relative standalone selling prices. The relative selling price for each deliverable is estimated using objective evidence if it is available. If objective evidence is not available, the Company uses its best estimate of the selling price for the deliverable. • Recognition of revenue when, or as, the Company satisfies a performance obligation - Revenue is recognized when, or as, the Company satisfies a performance obligation by transferring a promised good or service to a customer. An asset is transferred when, or as, the customer obtains control of that asset, which for a service is considered to be as the services are received and used. After contract inception, the transaction price is reassessed at every period end and updated for changes such as resolution of uncertain events. Any change in the transaction price is allocated to the performance obligations on the same basis as at contract inception. The Company entered into an exclusive license agreement with AstraZeneca. Under the terms of the agreement, Compugen provided AstraZeneca with an exclusive license to intellectual property ("IP”) rights of the Company for the development of bi-specific and multi-specific antibody products derived from a Compugen pipeline program. Compugen received a $ 10,000 upfront nonrefundable payment and is eligible to receive up to $ 200,000 in development, regulatory and commercial milestones for the first product as well as tiered royalties on future product sales. Under ASC 606, the Company determined the license to the IP to be a functional IP that has significant standalone functionality. The Company is not required to continue to support, develop or maintain the intellectual property transferred and will not undertake any activities to change the standalone functionality of the IP. Therefore, the license to the IP is a distinct performance obligation and as such revenue is recognized at the point in time that control of the license is transferred to the customer. Future milestone payments are considered variable consideration and are subject to the variable consideration constraint (i.e. will be recognized once concluded that it is “probable” that a significant reversal of the cumulative revenues recognized under the contract will not occur in future periods when the uncertainty related to the variable consideration is resolved). Therefore, as the milestone payments are not probable, revenue was not recognized in respect to such milestone payments. Sales- or usage-based royalties to be received in exchange for licenses of IP are recognized at the later of when (1) the subsequent sale or usage occurs or (2) the performance obligation to which some or all of the sales- or usage-based royalty has been allocated is satisfied (in whole or in part). As royalties are payable based on future Commercial Sales, as defined in the agreement, which did not occur as of the financial statements date, the Company did not recognize any revenues from royalties. On September 20, 2018 the Company achieved the fourth substantive milestone with respect to the remaining licensed program, under the Bayer Agreement according to which the Company recognized revenues in total amount of $ 7,800 in accordance with the criteria prescribed under ASC 606. For information regarding disaggregated revenues, please refer to Note 11 below. |
Cost of revenues: | j. Cost of revenues: Cost of revenues consist of certain royalties and milestones paid. |
Research and development expenses, net: | k. Research and development expenses, net: Research and development costs are charged to the statement of comprehensive loss as incurred and are presented net of the amount of any grants the Company receives for research and development in the period in which the grant was received. The portion of the Bristol-Myers Squibb $ 12,000 investment over the fair market value of the shares issued in the amount of $ 4,121 was considered as deferred participation of Bristol-Myers Squibb in R&D expenses which is amortized over the period of the clinical trial based on the progress in the R&D, in accordance with ASC 808 “Collaborative Arrangements”, see Note 1i and Note 8b. Amortization of participation in R&D expenses for the years ended December 31, 2019 and 2018 were $ 627 and $ 29, respectively. |
Severance pay: | l. Severance pay: The Company's liability for severance pay for its Israeli employees is calculated pursuant to Israeli Severance Pay Law based on the most recent salary of the employees multiplied by the number of years of employment as of the balance sheet date, and is in large part covered by regular deposits with recognized pension funds, deposits with severance pay funds and purchases of insurance policies. The value of these deposits and policies is recorded as an asset in the Company's balance sheet. Pursuant to Section 14 of the Israeli Severance Pay Law, for Israeli employees under this section, the Company's contributions for severance pay have replaced its severance obligation. Upon contribution of the full amount of the employee's monthly salary for each year of service, no additional calculations are conducted between the parties regarding the matter of severance pay and no additional payments are made by the Company to the employee. Further, the related obligation and amounts deposited on behalf of the employee for such obligation are not stated on the balance sheet, as the Company is legally released from the obligation to employees once the deposit amounts have been paid. Severance expenses for the years ended December 31, 2019, 2018 and 2017 amounted to approximately $ 366, $ 556 and $ 365, respectively. |
Stock-based compensation: | m. Stock-based compensation: The Company accounts for stock-based compensation to employees and non-employees in accordance with ASC 718, "Compensation - Stock Compensation", ("ASC 718"), which requires companies to estimate the fair value of equity-based payment awards on the date of grant using an option-pricing model. The Company accounts for forfeitures as they occur. The value of the pro-rata portion of the award, assuming no forfeiture, is recognized in the Company's consolidated statement of comprehensive loss as an expense over the requisite service periods. Upon forfeiture the expense is adjusted so that expense is recognized for the portion of the award that is actually vested. The Company recognizes compensation expenses for the value of its awards granted based on the straight-line method over the requisite service period of each of the awards. The Company selected the Black-Scholes-Merton ("Black-Scholes") option-pricing model as the most appropriate fair value method for its share-options awards. The option-pricing model requires a number of assumptions, of which the most significant are the expected share price volatility and the expected option term. Expected volatility was calculated based on actual historical share price movements over a term that is equivalent to the expected term of granted options. The expected term of options granted is based on historical experience and represents the period of time that options granted are expected to be outstanding. The risk-free interest rate is based on the yield from U.S. treasury bonds with an equivalent term. The Company has historically not paid dividends and has no foreseeable plans to pay dividends. The Company used the following weighted-average assumptions for options granted to employees and directors: Year ended December 31, 2019 2018 2017 Volatility 54.29 % 53.21 % 50.7 % Risk-free interest rate 1.96 % 2.9 % 1.86 % Dividend yield 0 % 0 % 0 % Expected life (years) 5.0 4.9 4.8 |
Concentration of credit risks: | n. Concentration of credit risks: Financial instruments that potentially subject the Company and Compugen USA, Inc. to concentration of credit risk consist principally of cash and cash equivalents, restricted cash, short-term bank deposits and foreign currency derivative contracts. Cash, cash equivalents, restricted cash and short-term bank deposits are invested in major banks in Israel and in the U.S. Generally, these deposits may be redeemed upon demand and bear minimal risk. 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. The derivative instruments hedge a portion of the Company's non-dollar currency exposure. Counterparty to the Company's derivative instruments is major financial institution. As of December 31, 2019 and 2018 there were no such contracts. |
Basic and diluted loss per share: | o. Basic and diluted loss per share: Basic loss per share is calculated based on the weighted average number of ordinary shares outstanding during each year. Diluted net loss per share is calculated based on the weighted average number of ordinary shares outstanding during each year, plus dilutive potential in accordance with ASC 260, "Earnings per Share." All outstanding share options and warrants for the years ended December 31, 2019, 2018 and 2017 have been excluded from the calculation of the diluted net loss per share, because all such securities are anti-dilutive for all periods presented. As of December 31, 2019, 2018 and 2017 the total weighted average number of shares related to outstanding options excluded from the calculations of diluted net loss per share were 12,754,803, 11,035,644 and 8,774,219, respectively. |
Income taxes: | p. Income taxes: The Company accounts for income taxes in accordance with ASC No. 740, "Income Taxes", ("ASC 740") which prescribes the use of the liability method whereby deferred tax asset and liability account balances are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company provides a valuation allowance, if necessary, to reduce deferred tax assets to their estimated realizable value. As of December 31, 2019 and 2018, a full valuation allowance was provided by the Company. ASC 740 contains a two-step approach to recognizing and measuring a liability for uncertain tax positions. The first step is to evaluate the tax position taken or expected to be taken in a tax return by determining if the weight of available evidence indicates that it is more likely than not that, on an evaluation of the technical merits, the tax position will be sustained on audit, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. The Company believes that its income tax filing positions and deductions will be sustained on audit and does not anticipate any adjustments that will result in a material change to its financial position. Therefore, no reserves for uncertain income tax positions have been recorded pursuant to ASC 740-10. |
Fair value of financial instruments: | q. Fair value of financial instruments: The Company applies ASC 820, "Fair Value Measurements and Disclosures" ("ASC 820"), pursuant to which fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., the "exit price") in an orderly transaction between market participants at the measurement date. In determining fair value, the Company uses various valuation approaches. ASC 820 establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputting that market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company's assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy is broken down into three levels based on the inputs as follows: Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company can access at the measurement date. Level 2 - Valuations based on one or more quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly. Level 3 - Valuations based on inputs that are unobservable and significant to the overall fair value measurement. The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The carrying amounts of cash and cash equivalents, restricted cash, short-term bank deposits , other accounts receivable and prepaid expenses, trade payable and other accounts payable and accrued expenses approximate their fair values due to the short-term maturities of such instruments. The Company measures its investment in foreign currency derivative contracts at fair value (see also Note 10). |
Derivative instruments: | r. Derivative instruments: The Company accounts for derivatives and hedging based on ASC 815, "Derivatives and Hedging". ASC 815 requires the Company to recognize all derivatives on the balance sheet at fair value. The accounting for changes in the fair value (i.e., gains or losses) of a derivative instrument depends on whether it has been designated and qualifies as part of a hedging relationship and on the type of hedging relationship. For those derivative instruments that are designated and qualify as hedging instruments, the Company must designate the hedging instrument, based upon the exposure being hedged, as a fair value hedge, cash flow hedge, or a hedge of a net investment in a foreign operation. If the derivatives meet the definition of a hedge and are so designated, depending on the nature of the hedge, changes in the fair value of such derivatives will either be offset against the change in fair value of the hedged assets, liabilities, or firm commitments through earnings, or recognized in other comprehensive income until the hedged item is recognized in earnings. The ineffective portion of a derivative's change in fair value is recognized in earnings. 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 December 31, 2019 and 2018, the Company had no outstanding forward contracts. 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 during 2019 ,2018 and 2017 total gains in the amounts of $ 0, $ 20 and $ 422, respectively, were recognized and were classified to operating expenses as effective hedge. For the years ended 2019 ,2018 and 2017 an unrealized gain in the amount of $ 0, $ 0 and $ 17, respectively, were recognized under other comprehensive income (loss). |
Comprehensive income (loss): | s. Comprehensive income (loss): The Company accounts for comprehensive income (loss) in accordance with ASC 220, "Comprehensive Income". This statement establishes standards for the reporting and display of comprehensive income (loss) and its components in a full set of general-purpose financial statements. Comprehensive income (loss) generally represents all changes in shareholders' equity during the period except those resulting from investments by, or distributions to, shareholders. The Company elected to present the comprehensive income (loss) in a single continuous statement. The Company determined that its items of other comprehensive income (loss) relate to unrealized gains (losses) on foreign currency derivative contracts. |
Recently adopted Accounting Standards: | t. Recently adopted Accounting Standards: 1. In February 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2016-02 (Topic 842) "Leases." (“ASC 842”) ASC 842 supersedes the lease requirements in Accounting Standards Codification (ASC) Topic 840, "Leases." Under ASC 842, lessees are required to recognize assets and liabilities on the balance sheet for most leases and provide enhanced disclosures. The Company adopted ASC 842 on January 1, 2019, using the modified retrospective approach and consequently did not restate comparative periods. In addition, the Company elected the available practical expedients on adoption which does not require it to reassess the prior conclusions about lease identification, lease classification and initial direct costs. The Company leases real estate, cars and storage areas, which are all classified as operating leases. In addition to rent payments, the leases may require the Company to pay for insurance, maintenance and other operating expenses. The Company determines if an arrangement is a lease at inception. Lease classification is governed by five criteria in ASC 842-10-25-2. If any of these five criteria is met, the Company classifies the lease as a finance lease. Otherwise, the Company classifies the lease as an operating lease. As of December 31, 2019, all arrangements were classified as operating leases. Operating leases are included in operating lease right-of-use (“ROU”) assets and operating lease liabilities in the consolidated balance sheets. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating and finance lease ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. The Company uses its incremental borrowing rate based on the information available at the commencement date to determine the present value of the lease payments. The Company’s incremental borrowing rate is estimated to approximate the interest rate on a collateralized basis with similar terms and payments, and in economic environments where the leased asset is located. Operating lease expenses are recognized on a straight-line basis over the lease term. Some of the lease agreements include rental payments adjusted periodically for inflation. The Company's financial income (expenses), net will be impacted by the revaluation of the lease liabilities in non-USD denominated currencies. The Company’s lease agreements do not contain any material residual value guarantees. The Company elected the short-term lease recognition exemption for all leases with a term shorter than 12 months. This means that for those leases, the Company does not recognize ROU assets or lease liabilities, including not recognizing ROU assets or lease liabilities for existing short-term leases of those assets in transition, but recognizes lease expenses over the lease term on a straight-line basis. Some of the real estate leases contain variable lease payments, including payments subject to annual changes in the Consumer Price Index (CPI). The changes to the CPI are treated as variable lease payments and recognized in the period in which the obligation for those payments was incurred. Upon adoption of ASC 842 as of January 1, 2019, the Company recorded right-of-use leased assets and corresponding liabilities of $ 5,049. See note 4 for additional disclosures. 2. The Company also adopted ASU 2018-07, “Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting.” This ASU supersedes ASC 505-50, “Equity—Equity Based Payments to Non-Employees,” and expands the scope of ASC 718, “Compensation – Stock Compensation,” to include all share-based payment arrangements related to the acquisition of goods and services from both nonemployees and employees. The adoption of this guidance has no material impact on the Company’s financial statements. |
SIGNIFICANT ACCOUNTING POLICI_3
SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Schedule of Depreciation Rates for Property and Equipment | Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets at the following annual rates: % Computers, software and related equipment 33 Laboratory equipment and office furniture 6 - 20 (mainly 20) Leasehold improvements Shorter of the term of the lease or useful life |
Schedule of weighted-average assumptions for granted options | The Company used the following weighted-average assumptions for options granted to employees and directors: Year ended December 31, 2019 2018 2017 Volatility 54.29 % 53.21 % 50.7 % Risk-free interest rate 1.96 % 2.9 % 1.86 % Dividend yield 0 % 0 % 0 % Expected life (years) 5.0 4.9 4.8 |
OTHER ACCOUNTS RECEIVABLE AND_2
OTHER ACCOUNTS RECEIVABLE AND PREPAID EXPENSES (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule Of Other Accounts Receivable And Prepaid Expenses | December 31, 2019 2018 Prepaid expenses $ 780 $ 736 Government authorities 35 109 Other 306 58 $ 1,121 $ 903 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
LEASES [Abstract] | |
Schedule of Weighted-Average Remaining Lease Term and Discount Rate | The following table represents the weighted-average remaining lease term and discount rate: Twelve months ended December 31, 2019 Weighted average remaining lease term 5.8 years Weighted average discount (annual) rate 8.9% |
Schedule of Operating Leases | Maturities of operating lease liabilities were as follows: December 31, 2019 2020 $ 886 2021 779 2022 787 2023 658 2024 and after 1,454 Total operating lease payments $ 4,564 Less: imputed interest 986 Present value of lease liabilities $ 3,578 Lease liabilities, current $ 600 Lease liabilities, non- current 2,978 Present value of lease liabilities $ 3,578 |
PROPERTY AND EQUIPMENT, NET (Ta
PROPERTY AND EQUIPMENT, NET (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property And Equipment, Net | December 31, 2019 2018 Cost: Computers, software and related equipment $ 1,365 $ 1,371 Laboratory equipment and office furniture 3,538 5,808 Leasehold improvements 2,316 2,536 7,219 9,715 Accumulated depreciation: Computers, software and related equipment 1,152 1,166 Laboratory equipment and office furniture 2,821 4,247 Leasehold improvements 908 930 4,881 6,343 Depreciated cost $ 2,338 $ 3,372 |
OTHER ACCOUNTS PAYABLE AND AC_2
OTHER ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Payables and Accruals [Abstract] | |
Schedule of Other Accounts Payable and Accrued Expenses | December 31, 2019 2018 Employees and related accruals $ 2,646 $ 2,504 Royalties payments related to milestone payments from Bayer - 234 Accrued expenses 1,711 3,216 $ 4,357 $ 5,954 |
SHAREHOLDERS' EQUITY (Tables)
SHAREHOLDERS' EQUITY (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of Stock-Based Compensation Expenses | The stock-based compensation expenses are included as follows in the expense categories: Year ended December 31, 2019 2018 2017 Research and development expenses $ 1,151 $ 948 $ 1,331 Marketing and business development expenses 46 215 187 General and administrative expenses 1,211 1,003 1,115 $ 2,408 $ 2,166 $ 2,633 |
Employees and Directors [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule Of Option Activity | Transactions related to the grant of options to employees and directors under the above plans during the year ended December 31, 2019, were as follows: Number of options Weighted average exercise price Weighted average remaining contractual life Aggregate intrinsic value $ Years $ Options outstanding at beginning of year 8,202,438 4.69 5.97 - Options granted 1,513,000 3.46 Options exercised (878,378 ) 3.70 Options forfeited (1,609,382 ) 5.08 Options expired (3,333 ) 2.46 Options outstanding at end of year 7,224,345 4.47 5.95 12,816 Exercisable at end of year 4,165,052 5.24 4.12 4,961 |
Non-employees [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule Of Option Activity | Number of options Weighted average exercise price Weighted average remaining contractual life Aggregate intrinsic value $ Years $ Options outstanding at beginning of year 768,000 5.57 3.65 - Options granted 280,000 3.83 Options exercised - - Options forfeited (130,000 ) 5.87 Options expired (40,000 ) 6.38 Options outstanding at end of year 878,000 4.93 3.32 1,126 Exercisable at end of year 430,500 6.06 1.68 165 |
Schedule Of weighted-average assumptions for general options granted | The Company used the following weighted-average assumptions for general options granted to non-employees: Year ended December 31, 2019 2018 2017 Volatility 56.20 % 55.15 % 52.09 % Risk-free interest rate 1.71 % 2.54 % 2.21 % Dividend yield 0 % 0 % 0 % Expected life (years) 6.00 5.85 5.23 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule Of Loss Before Taxes | Loss (income) before taxes is comprised as follows: Year ended December 31, 2019 2018 2017 Domestic (Israel) $ 28,799 $ 23,588 $ 37,939 Foreign (740 ) (989 ) (873 ) $ 28,059 $ 22,599 $ 37,066 |
Summary Of Deferred Tax Assets And Liabilities | Significant components of the Company and Compugen USA, Inc. deferred tax assets are as follows: December 31, 2019 2018 Operating loss carryforward $ 65,267 $ 57,564 Research and development 9,377 10,098 Accrued social benefits and other 863 1,456 Right of use assets (763 ) - Lease liabilities 840 - Property and equipment 1 (11 ) Deferred tax asset before valuation allowance 75,585 69,107 Valuation allowance (75,585 ) (69,107 ) Net deferred tax asset $ - $ - |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Schedule of financial assets measured at fair value on a recurring basis | The Company's financial assets and liabilities measured at fair value on a recurring basis, consisted of the following types of instruments as of the following dates: December 31, 2018 Fair value measurements Description Fair value Level 1 Level 2 Level 3 Foreign currency derivative contracts $ 17 $ - $ 17 $ - Total financial assets $ 17 $ - $ 17 $ - |
GEOGRAPHIC INFORMATION AND MA_2
GEOGRAPHIC INFORMATION AND MAJOR CUSTOMERS (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Segment Reporting [Abstract] | |
Total Revenues And Long-Lived Assets By Geographic Area | The following represents the total revenue for the years ended December 31, 2019, 2018 and 2017 and long-lived assets as of December 31, 2019 and 2018: Year ended December 31, 2019 2018 2017 Revenue from sales to customers: Europe $ - $ 17,800 $ - Total revenue $ - $ 17,800 $ - December 31, 2019 2018 Long-lived assets: Israel $ 2,312 $ 2,712 United States 26 660 Total long-lived assets $ 2,338 $ 3,372 |
Sales To A Single Customer Exceeding 10%: | Year ended December 31, 2019 2018 2017 Sales to a single customer exceeding 10%: Customer A - 44 % - Customer B - 56 % - |
FINANCIAL AND OTHER INCOME, N_2
FINANCIAL AND OTHER INCOME, NET (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Other Income and Expenses [Abstract] | |
Schedule of Financial and Other Income, Net | Year ended December 31, 2019 2018 2017 Interest income $ 935 $ 643 $ 523 Bank fees and other finance expenses (32 ) (23 ) (15 ) Foreign currency translation adjustments (218 ) 60 (169 ) Gain (loss) from sales and disposals of fixed assets 135 (52 ) - Financial and other income, net $ 820 $ 628 $ 339 |
RELATED PARTY BALANCES AND TR_2
RELATED PARTY BALANCES AND TRANSACTIONS (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Balances and Transactions | December 31, 2019 2018 Trade payables and accrued expenses $ 104 $ 133 Year ended December 31, 2019 2018 2017 Amounts charged to: Research and development expenses $ 241 $ 314 $ 447 |
LOSSES PER SHARE (Tables)
LOSSES PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |
Schedule of computation of basic and diluted losses per share | The following table sets forth the computation of basic and diluted losses per share: Year ended December 31, 2019 2018 2017 Numerator: Net loss for basic loss per share $ (27,337 ) $ (22,599 ) $ (37,066 ) Net loss for basic loss per share $ (27,337 ) $ (22,599 ) $ (37,066 ) Denominator: Weighted average number of ordinary shares used in computing basic net loss per share 63,636,673 55,277,428 51,179,694 Basic and diluted earnings per ordinary share $ (0.43 ) $ (0.41 ) $ (0.72 ) |
GENERAL (Details)
GENERAL (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2013 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Net loss | $ 27,337 | $ 22,599 | $ 37,066 | |
Accumulated deficit | 358,178 | 330,841 | ||
Net cash used in operating activities | $ 27,888 | $ 13,291 | $ 30,658 | |
Percentage of workforce reduction from restructuring activities | 35.00% | |||
Research and Development Collaboration and Licensing Agreement | ||||
Upfront payment received | $ 10,000 | $ 10,000 | ||
Potential milestone compensation | 200,000 | 250,000 | ||
Preclinical milestone compensation | $ 23,000 | |||
Amount of investment in Compugen | $ 12,000 |
SIGNIFICANT ACCOUNTING POLICI_4
SIGNIFICANT ACCOUNTING POLICIES (Narrative) (Details) $ in Thousands | Sep. 20, 2018USD ($) | Dec. 31, 2019USD ($)itemshares | Dec. 31, 2018USD ($)itemshares | Dec. 31, 2017USD ($)itemshares | Dec. 31, 2013USD ($) |
Average interest rate, short-term bank deposits in U.S. dollars | 2.37% | 2.35% | |||
Amortization in R&D expenses | $ 627 | $ 29 | |||
Number of licensed programs to achieve substantive milestones revenues | item | 1 | ||||
Revenue recognition under milestone method | $ 7,800 | ||||
Severance expenses | 366 | 556 | 365 | ||
Net gain on derivative transactions | 0 | 20 | 422 | ||
Unrealized gain (loss) arising from derivative contracts | $ 17 | ||||
Investment amount | 12,000 | ||||
Derivative, notional amount | |||||
Upfront payment received | 10,000 | $ 10,000 | |||
Potential milestone compensation | 200,000 | $ 250,000 | |||
Deferred participation of BMS in R&D expenses | 4,121 | ||||
Right-of-use leased assets and liabilities | $ 5,049 | ||||
Options [Member] | |||||
Weighted average number of shares related to outstanding options excluded from the calculations of diluted net loss per share | shares | 12,754,803 | 11,035,644 | 8,774,219 |
SIGNIFICANT ACCOUNTING POLICI_5
SIGNIFICANT ACCOUNTING POLICIES (Schedule of Depreciation Rates for Property and Equipment) (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Computers, software and related equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Annual depreciation rate | 33.00% |
Laboratory equipment and office furniture [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Annual depreciation rate | 6.00% |
Laboratory equipment and office furniture [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Annual depreciation rate | 20.00% |
Leasehold improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Annual depreciation rate | Shorter of the term of the lease or useful life |
SIGNIFICANT ACCOUNTING POLICI_6
SIGNIFICANT ACCOUNTING POLICIES (Schedule of Weighted-Average Assumptions for Granted Options) (Details) - Employee Stock Option [Member] | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Volatility | 54.29% | 53.21% | 50.70% |
Risk-free interest rate | 1.96% | 2.90% | 1.86% |
Dividend yield | 0.00% | 0.00% | 0.00% |
Expected life (years) | 5 years | 4 years 10 months 25 days | 4 years 9 months 18 days |
OTHER ACCOUNTS RECEIVABLE AND_3
OTHER ACCOUNTS RECEIVABLE AND PREPAID EXPENSES (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid expenses | $ 780 | $ 736 |
Government authorities | 35 | 109 |
Other | 306 | 58 |
Other accounts receivable and prepaid expenses | $ 1,121 | $ 903 |
LEASES (Narrative) (Details)
LEASES (Narrative) (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
LEASES [Abstract] | |
Sublease income | $ 30 |
LEASES (Schedule of Weighted-Av
LEASES (Schedule of Weighted-Average Remaining Lease Term and Discount Rate) (Details) | Dec. 31, 2019 |
LEASES [Abstract] | |
Weighted average remaining lease term | 5 years 9 months 18 days |
Weighted average discount (annual) rate | 8.90% |
LEASES (Schedule of Operating L
LEASES (Schedule of Operating Leases) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
LEASES [Abstract] | |||
Operating lease expenses | $ 1,586 | $ 1,680 | $ 1,379 |
2020 | 886 | ||
2021 | 779 | ||
2022 | 787 | ||
2023 | 658 | ||
2024 and after | 1,454 | ||
Total operating lease payments | 4,564 | ||
Less: imputed interest | 986 | ||
Present value of lease liabilities | 3,578 | ||
Lease liabilities, current | 600 | ||
Lease liabilities, non- current | $ 2,978 |
PROPERTY AND EQUIPMENT, NET (De
PROPERTY AND EQUIPMENT, NET (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Property, Plant and Equipment [Line Items] | |||
Cost | $ 7,219 | $ 9,715 | |
Accumulated depreciation | 4,881 | 6,343 | |
Depreciated cost | 2,338 | 3,372 | |
Depreciation | 989 | 1,394 | $ 1,593 |
Computers, software and related equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Cost | 1,365 | 1,371 | |
Accumulated depreciation | 1,152 | 1,166 | |
Laboratory equipment and office furniture [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Cost | 3,538 | 5,808 | |
Accumulated depreciation | 2,821 | 4,247 | |
Leasehold improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Cost | 2,316 | 2,536 | |
Accumulated depreciation | 908 | 930 | |
Obsolete property and equipment and certain nonfunctional Lab equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Cost | 2,698 | 87 | |
Accumulated depreciation | $ 2,451 | $ 33 |
OTHER ACCOUNTS PAYABLE AND AC_3
OTHER ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Payables and Accruals [Abstract] | ||
Employees and related accruals | $ 2,646 | $ 2,504 |
Royalties payments related to Milestone payments from Bayer | 234 | |
Accrued expenses | 1,711 | 3,216 |
Other accounts payable and accrued expenses | $ 4,357 | $ 5,954 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Other Commitments [Line Items] | |||
Bank guarantees in favor of lessor, foreign currency derivative contracts and credit card security | $ 615 | ||
Contingent fees | 0 | $ 500 | $ 0 |
Marketing and business development expenses | $ 0 | 312 | 0 |
Royalty percentage | 1.00% | ||
IIA [Member] | |||
Other Commitments [Line Items] | |||
Maximum royalty repaid as percentage of grant received | 100.00% | ||
Royalty expense | $ 0 | $ 534 | $ 0 |
Contingent royalty obligations | $ 9,147 | ||
IIA [Member] | Maximum [Member] | |||
Other Commitments [Line Items] | |||
Royalty percentage based on future revenues | 5.00% | ||
IIA [Member] | Minimum [Member] | |||
Other Commitments [Line Items] | |||
Royalty percentage based on future revenues | 3.00% | ||
May 2012 Agreement With Advisor [Member] | |||
Other Commitments [Line Items] | |||
Agreement, start date | May 9, 2012 | ||
Agreement termination description | In 2014, the May 2012 Agreement was terminated except for certain payments arising from the Bayer Agreement which survive termination until August 5, 2025. | ||
May 2012 Agreement With Advisor [Member] | Minimum [Member] | |||
Other Commitments [Line Items] | |||
Participation Rights | 4.00% |
SHAREHOLDERS' EQUITY (Share Opt
SHAREHOLDERS' EQUITY (Share Option Plans) (Narrative) (Details) $ / shares in Units, $ in Thousands | Oct. 10, 2018USD ($)$ / shares | Jun. 14, 2018USD ($)$ / sharesshares | May 25, 2018USD ($) | Dec. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2018USD ($)$ / sharesshares | Dec. 31, 2017USD ($)$ / shares | Dec. 31, 2019₪ / shares | Dec. 31, 2018₪ / shares | May 25, 2018₪ / shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Weighted average fair value of stock options granted | $ / shares | $ 1.67 | $ 1.55 | $ 1.66 | ||||||
Unrecognized share-based compensation expense | $ 4,930 | ||||||||
Unrecognized compensation cost, recognition period | 2 years 10 months 6 days | ||||||||
Ordinary shares, par value | ₪ / shares | ₪ 0.01 | ₪ 0.01 | |||||||
Offering price per share | ₪ / shares | ₪ 0.01 | ||||||||
Ordinary shares, shares authorized | shares | 200,000,000 | 100,000,000 | |||||||
Equity investment | $ 12,000 | ||||||||
Deferred participation of BMS in R&D expenses | 4,121 | ||||||||
Director [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Aggregate intrinsic value of exercised options | $ 979 | $ 1,521 | $ 351 | ||||||
2000 and 2010 Share Option Plans [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Ordinary shares reserved for issuance | shares | 10,395,152 | ||||||||
Ordinary shares available for issuance | shares | 1,294,804 | ||||||||
Vesting period | 4 years | ||||||||
Award expiration period | 10 years | ||||||||
At The Market Offering Program [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Ordinary shares, par value | ₪ / shares | ₪ 0.01 | ||||||||
Proceeds from issuance of common stock | $ 25,000 | $ 22,914 | |||||||
Issuance of shares, net, shares | shares | 7,245,268 | ||||||||
Issuance expenses | $ 781 | ||||||||
Agreement [Member] | Registered direct offering [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Offering price per share | $ / shares | $ 3.95 | ||||||||
Proceeds from issuance of common stock | $ 19,767 | ||||||||
Ordinary shares, shares authorized | shares | 5,316,457 | ||||||||
Warrants purchase to ordinary shares | shares | 4,253,165 | ||||||||
Exercise price of warrants | $ / shares | $ 4.74 | ||||||||
Expiration period of warrants | 5 years | ||||||||
Issuance expenses | $ 1,233 | ||||||||
Master Clinical Agreement [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Offering price per share | $ / shares | $ 4.95 | ||||||||
Proceeds from issuance of common stock | $ 2,424,243 | ||||||||
Equity investment | $ 12,000 | ||||||||
Percentage of closing price | 33.00% | ||||||||
Collaborative Arrangements [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Proceeds from issuance of common stock | 7,788 | ||||||||
Issuance expenses | $ 91 |
SHAREHOLDERS' EQUITY (Schedule
SHAREHOLDERS' EQUITY (Schedule Of Option Activity) (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Employees and Directors [Member] | ||
Number of options | ||
Options outstanding at beginning of year | 8,202,438 | |
Options granted | 1,513,000 | |
Options exercised | (878,378) | |
Options forfeited | (1,609,382) | |
Options expired | (3,333) | |
Options outstanding at end of year | 7,224,345 | 8,202,438 |
Exercisable at end of year | 4,165,052 | |
Weighted average exercise price | ||
Options outstanding at beginning of year | $ 4.69 | |
Options granted | 3.46 | |
Options exercised | 3.70 | |
Options forfeited | 5.08 | |
Options expired | 2.46 | |
Options outstanding at end of year | 4.47 | $ 4.69 |
Exercisable at end of year | $ 5.24 | |
Weighted average remaining contractual life | ||
Options outstanding | 5 years 11 months 12 days | 5 years 11 months 19 days |
Exercisable at end of year | 4 years 1 month 13 days | |
Aggregate intrinsic value | ||
Options outstanding at beginning of year | ||
Options outstanding at end of year | 12,816 | |
Exercisable at end of year | $ 4,961 | |
Non-employees [Member] | ||
Number of options | ||
Options outstanding at beginning of year | 768,000 | |
Options granted | 280,000 | |
Options exercised | ||
Options forfeited | (130,000) | |
Options expired | (40,000) | |
Options outstanding at end of year | 878,000 | 768,000 |
Exercisable at end of year | 430,500 | |
Weighted average exercise price | ||
Options outstanding at beginning of year | $ 5.57 | |
Options granted | 3.83 | |
Options exercised | ||
Options forfeited | 5.87 | |
Options expired | 6.38 | |
Options outstanding at end of year | 4.93 | $ 5.57 |
Exercisable at end of year | $ 6.06 | |
Weighted average remaining contractual life | ||
Options outstanding | 3 years 3 months 26 days | 3 years 7 months 24 days |
Exercisable at end of year | 1 year 8 months 5 days | |
Aggregate intrinsic value | ||
Options outstanding at beginning of year | ||
Options outstanding at end of year | 1,126 | |
Exercisable at end of year | $ 165 |
SHAREHOLDERS' EQUITY (Schedul_2
SHAREHOLDERS' EQUITY (Schedule Of Weighted Average Assumptions) (Details) - Non-employees [Member] | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Volatility | 56.20% | 55.15% | 52.09% |
Risk-free interest rate | 1.71% | 2.54% | 2.21% |
Dividend yield | 0.00% | 0.00% | 0.00% |
Expected life (years) | 6 years | 5 years 10 months 6 days | 5 years 2 months 23 days |
SHAREHOLDERS' EQUITY (Schedul_3
SHAREHOLDERS' EQUITY (Schedule Of Stock Compensation Expense) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock-based compensation expenses | $ 2,408 | $ 2,166 | $ 2,633 |
Research and development expenses [Member] | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock-based compensation expenses | 1,151 | 948 | 1,331 |
Marketing and business development expenses [Member] | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock-based compensation expenses | 46 | 215 | 187 |
General and administrative expenses [Member] | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock-based compensation expenses | $ 1,211 | $ 1,003 | $ 1,115 |
INCOME TAXES (Narrative) (Detai
INCOME TAXES (Narrative) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Israeli corporate tax rate | 23.00% | 23.00% | 24.00% |
Tax payment withheld | |||
United States [Member] | |||
Net operating loss carryforward | $ 5,100 | ||
United States [Member] | Minimum [Member] | |||
Year of expiration of operating loss carryforward | Dec. 31, 2023 | ||
United States [Member] | Maximum [Member] | |||
Year of expiration of operating loss carryforward | Dec. 31, 2032 | ||
Domestic Tax Authority [Member] | |||
Net operating loss carryforward | $ 279,100 |
INCOME TAXES (Encouragement Of
INCOME TAXES (Encouragement Of Capital Investments) (Narrative) (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Encouragement Of Capital Investments Law [Line Items] | |
Tax exempt period | 2 years |
Period since approval was granted | 14 years |
Period since enterprise began operating | 12 years |
Minimum [Member] | |
Encouragement Of Capital Investments Law [Line Items] | |
Reduced tax rate | 10.00% |
Maximum [Member] | |
Encouragement Of Capital Investments Law [Line Items] | |
Reduced tax rate | 25.00% |
INCOME TAXES (Schedule of Loss
INCOME TAXES (Schedule of Loss before Taxes) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |||
Domestic (Israel) | $ 28,799 | $ 23,588 | $ 37,939 |
Foreign | (740) | (989) | (873) |
Loss before taxes on income | $ 28,059 | $ 22,599 | $ 37,066 |
INCOME TAXES (Schedule of Defer
INCOME TAXES (Schedule of Deferred Tax Assets and Liabilities) (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Income Tax Disclosure [Abstract] | ||
Operating loss carryforward | $ 65,267 | $ 57,564 |
Research and development | 9,377 | 10,098 |
Accrued social benefits and other | 863 | 1,456 |
Right of use assets | (763) | |
Lease liabilities | 840 | |
Property and equipment | 1 | (11) |
Deferred tax asset before valuation allowance | 75,585 | 69,107 |
Valuation allowance | (75,585) | (69,107) |
Net deferred tax asset |
FAIR VALUE MEASUREMENTS (Schedu
FAIR VALUE MEASUREMENTS (Schedule of Financial Assets Measured at Fair Value on Recurring Basis) (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Assets, Fair value [Abstract] | |
Foreign currency derivative contracts | $ 17 |
Total financial assets | 17 |
Level 1 [Member] | |
Assets, Fair value [Abstract] | |
Foreign currency derivative contracts | |
Total financial assets | |
Level 2 [Member] | |
Assets, Fair value [Abstract] | |
Foreign currency derivative contracts | 17 |
Total financial assets | 17 |
Level 3 [Member] | |
Assets, Fair value [Abstract] | |
Foreign currency derivative contracts | |
Total financial assets |
GEOGRAPHIC INFORMATION AND MA_3
GEOGRAPHIC INFORMATION AND MAJOR CUSTOMERS (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019USD ($)item | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | |
Segment Reporting Geograhic Area [Line Items] | |||
Number of operating segments | item | 1 | ||
Revenue from sales to customers | $ 17,800 | ||
Long-lived assets | 2,338 | 3,372 | |
Europe [Member] | |||
Segment Reporting Geograhic Area [Line Items] | |||
Revenue from sales to customers | 17,800 | ||
Israel [Member] | |||
Segment Reporting Geograhic Area [Line Items] | |||
Long-lived assets | 2,312 | 2,712 | |
Unites States [Member] | |||
Segment Reporting Geograhic Area [Line Items] | |||
Long-lived assets | $ 26 | $ 660 | |
Revenue [Member] | Customer A [Member] | |||
Segment Reporting Geograhic Area [Line Items] | |||
Sales to a single customer exceeding 10% | 44.00% | ||
Revenue [Member] | Customer B [Member] | |||
Segment Reporting Geograhic Area [Line Items] | |||
Sales to a single customer exceeding 10% | 56.00% |
FINANCIAL AND OTHER INCOME, N_3
FINANCIAL AND OTHER INCOME, NET (Schedule of Financial and Other Income, Net) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Other Income and Expenses [Abstract] | |||
Interest income | $ 935 | $ 643 | $ 523 |
Bank fees and other finance expenses | (32) | (23) | (15) |
Foreign currency translation adjustments | (218) | 60 | (169) |
Gain (loss) from sales and disposals of fixed assets | 135 | (52) | |
Financial and other income, net | $ 820 | $ 628 | $ 339 |
RELATED PARTY BALANCES AND TR_3
RELATED PARTY BALANCES AND TRANSACTIONS (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Related Party Transactions [Abstract] | |||
Trade payables and accrued expenses | $ 104 | $ 133 | |
Amounts charged to research and development expenses | $ 241 | $ 314 | $ 447 |
LOSSES PER SHARE (Schedule of C
LOSSES PER SHARE (Schedule of Computation of Basic and Diluted Losses Per Share) (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Numerator: | |||
Net loss for basic loss per share | $ (27,337) | $ (22,599) | $ (37,066) |
Net loss for basic loss per share | $ (27,337) | $ (22,599) | $ (37,066) |
Denominator: | |||
Weighted average number of ordinary shares used in computing basic net loss per share | 63,636,673 | 55,277,428 | 51,179,694 |
Basic and diluted earnings per ordinary share | $ (0.43) | $ (0.41) | $ (0.72) |