[6-K] COMPUGEN LTD Current Report (Foreign Issuer)

Rhea-AI Filing Summary

Compugen Ltd. entered into an amendment with MedImmune Limited, part of the AstraZeneca Group, under which it sold to AstraZeneca a portion of its existing royalty interest in the cancer immunotherapy candidate rilvegostomig for a $65 million upfront payment, due within five business days of the December 16, 2025 amendment date.

The amendment also increases by $25 million the milestone payment payable to Compugen upon the next milestone, defined as the first acceptance of the Biologics License Application for rilvegostomig.

This transaction shifts part of Compugen’s expected future royalty stream into near-term cash while enhancing the potential size of a key future regulatory milestone payment linked to BLA acceptance.

Positive

• $65 million upfront cash from selling part of the rilvegostomig royalty interest provides significant near-term funding without equity issuance being mentioned.
• The milestone payment linked to first BLA acceptance for rilvegostomig is increased by $25 million, improving Compugen’s potential future economics if that milestone is achieved.

Negative

• None.

Insights

Biotech licensing and royalties analyst

Compugen trades part of future rilvegostomig royalties for $65M upfront and a higher BLA milestone.

Compugen has amended its 2018 license agreement with MedImmune/AstraZeneca, selling a portion of its existing royalty interest in rilvegostomig. In exchange, Compugen receives an upfront cash payment of $65 million, contractually due within five business days of the December 16, 2025 amendment. This converts part of a long-dated, uncertain royalty stream into immediate, contractually defined cash.

The amendment also raises the payment tied to the next development milestone by $25 million, specifically for the first acceptance of the Biologics License Application for rilvegostomig. That means if AstraZeneca achieves BLA acceptance, the single milestone payment to Compugen would be larger than under the prior terms. The overall economic profile now combines a sizable near-term cash component with a potentially more valuable future regulatory milestone, while leaving AstraZeneca responsible for development and regulatory progress.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of December 2025

Commission File Number 000-30902

COMPUGEN LTD.

(Translation of registrant’s name into English)

26 Harokmim Street

Holon 5885849, Israel

(Address of Principal Executive Offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F ☒  Form 40-F ☐

Compugen Ltd.

On December 16, 2025, Compugen Ltd. (“Compugen”) and MedImmune Limited, a member of the AstraZeneca Group (“AstraZeneca”), entered into amendment number 4 to that certain license agreement, dated March 30, 2018, by and between the parties, as subsequently amended prior to the date hereof (the “Amendment”). Pursuant to the Amendment, Compugen sold to AstraZeneca a portion of its existing royalty interest in rilvegostomig for a $65 million upfront payment, due within five (5) business days of the date of the Amendment. Additionally, pursuant to the Amendment, the milestone payment to be paid to Compugen in connection with the next milestone, which is the first acceptance of the Biologics License Application (“BLA”) was increased by $25 million.

The foregoing summary of the Amendment is not complete and is subject to, and qualified in its entirety by, the provisions of the Amendment, which is filed as Exhibit 10.1 to this Report on Form 6-K and is incorporated herein by reference.

In addition, on December 17, 2025, Compugen issued a press release announcing the Amendment (the “Press Release”). A copy of the Press Release is furnished as Exhibit 99.1 to this Report on Form 6-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934.

The information contained in this Form 6-K is hereby incorporated by reference into Compugen’s Registration Statement on Form F-3, File No. 333-270985.

Exhibit Number
Description of Exhibit

10.1# Amendment No. 4 to the License Agreement, by and between Compugen and MedImmune, dated December 16, 2025 

99.1 Press Release dated December 17, 2025 – “Compugen Monetizes Portion of Rilvegostomig Future Royalties to AstraZeneca for Up to $90 Million”

# Portions of this exhibit (indicated by asterisks therein) have been omitted as these portions are both not material and private or confidential.

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	COMPUGEN LTD.
Date: December 17, 2025	By:	/s/ Eran Ben Dor
		Eran Ben Dor General Counsel