Report of Foreign Issuer (6-k)
March 03 2017 - 6:07AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
W
ashington,
D.C.
20549
FORM
6-K
Report
of Foreign Private Issuer
Pursuant
to Rule 13a-16 or 15d-16
of the
Securities Exchange Act of 1934
For
the month of March 2017
Commission
File Number: 001-37643
KITOV
PHARMACEUTICALS HOLDINGS
LTD.
(Translation
of registrant's name into English)
One
Azrieli Center, Round Tower, 23
rd
Floor,
132
Menachem Begin Road, Tel Aviv 6701101, Israel
(Address
of principal executive offices)
Indicate
by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form
20-F ☒ Form 40-F ☐
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ____
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ____
Kitov
Pharmaceuticals Holdings Ltd. (the “Company” or the “Registrant”) is announcing that on March 2,
2017 the Board of Directors (the “Board”) of the Company determined to fill a vacancy on the Board, and to appoint,
effective immediately, Ms. Revital Stern-Raff, CPA to serve as a director of the Company.
Since
2013, Ms. Stern-Raff, age 43, has been the Chief Financial Officer of several municipal development and community association
units of the City of Giv'atayim, Israel. Between 2006 and 2013, Ms. Stern-Raff held comptroller and economist positions at Ilex
Medical Ltd., a publicly-traded medical diagnostic equipment company (TASE:ILX). Prior to 2006, Ms. Stern-Raff held a number of
comptroller and public accounting positions. Between 2009 and 2012, Ms. Stern-Raff was an independent director at Real Imaging
Holdings Ltd., a publicly traded breast cancer diagnostics company (TASE:RIMG). Ms. Stern-Raff is a licensed CPA in Israel, and
holds an M.B.A. (Finance) and B.A. (Business Administration – Information Technology and Finance) from the Rishon Letzion
College of Management in Israel.
The
Board of Directors determined that Ms. Stern-Raff meets the independence requirements of the Exchange Act and NASDAQ Listing Rules,
meets the standards of the NASDAQ Listing Rules for membership on the audit and compensation committees of the Board, and has
financial and accounting expertise as defined in the Israeli Companies Law and applicable regulations. The appointment of Ms.
Stern-Raff by the Board was in accordance with Article 86 of the Company’s amended and restated articles of association.
The Board has not yet appointed Ms. Stern-Raff to a class of directors, and it is anticipated that the Board shall do so at one
of the next meetings of the Board.
As
previously announced by the Company on February 26, 2017, the resignation of Mr. Yair Katzir from the Board, and from all Board
committees of which he was a member, became effective as of the appointment of Ms. Stern-Raff to the vacancy on the Board.
The
Company is further announcing that on March 2, 2017, the Board appointed Ms. Revital Stern-Raff as a member of the Audit Committee
of the Board, and Mr. Arye Weber as a member of the Compensation Committee of the Board. The present membership of the Company’s
statutory committees of the Board is as follows:
|
●
|
Audit
Committee – Mr. Steven Steinberg; Mr. Ido Agmon; Ms. Revital Stern-Raff
|
|
●
|
Compensation
Committee - Mr. Steven Steinberg; Mr. Ido Agmon; Mr. Arye Weber
|
All
of the aforementioned directors meet the independence requirements and membership standards of the Exchange Act and NASDAQ Listing
Rules for serving on the applicable committee. It is anticipated that each of the Company’s statutory committees shall select
its new chairman at one of the next meetings of such committee.
This
Form 6-K is incorporated by reference into each of the Registrant’s Registration Statements on Form F-3 filed with the Securities
and Exchange Commission on December 12, 2016 (Registration file numbers 333-207117, 333-211477 and 333-215037) and the
Registrant’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on May 20, 2016 (Registration
file number 333-211478).
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.
|
KITOV
PHARMACEUTICALS HOLDINGS LTD.
|
|
|
March
3, 2017
|
By:
|
/s/
Avraham Ben-Tzvi
|
|
|
Avraham Ben-Tzvi
|
|
|
General Counsel &
Company Secretary
|
3
Kitov Pharma (NASDAQ:KTOV)
Historical Stock Chart
From Mar 2024 to Apr 2024
Kitov Pharma (NASDAQ:KTOV)
Historical Stock Chart
From Apr 2023 to Apr 2024