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
April
2017
Commission
File Number 001-37643
KITOV
PHARMACEUTICALS HOLDINGS LTD.
(Translation
of registrant’s name into English)
One
Azrieli Center, Round Tower, 23rd Floor,
132
Menachem Begin Road, Tel Aviv, 6701101, Israel
(Address
of principal executive office)
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 ☐
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 the following:
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1)
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Merger
between the Company and its wholly owned subsidiary
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On April 25, 2017, the boards of directors
of each of the Company and Kitov Pharmaceuticals Ltd., the Company’s wholly owned subsidiary, approved a merger between
the two entities, with the Company remaining as the surviving entity. In accordance with the Israeli Companies Law 5759-1999,
the proposed merger between the Company and Kitov Pharmaceuticals Ltd. will not require shareholder approvals.
The boards of directors are jointly preparing a merger proposal for submission to
the Israeli Registrar of Companies. Creditor notices are being prepared as provided by the regulations promulgated under the Israeli
Companies Law. Upon the request of a creditor of either entity to the proposed merger, the court may delay or prevent the merger
if it concludes that there exists a reasonable concern that, as a result of the merger, the surviving company will be unable to
satisfy the obligations of the target company. The court may also give instructions in order to secure the rights of creditors. In
addition, the proposed merger may not be completed unless at least 50 days have passed from the date that a proposal for approval
of the merger was filed with the Israeli Registrar of Companies and 30 days from April 25, 2017.
We expect the merger will be
completed prior to the end of the second quarter of 2017.
On
April 25, 2017, the Board of Directors of the Company ratified the membership of the committees of the Board of Directors as follows:
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a)
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Audit
Committee – Steven Steinberg; Revital Stern-Raff; Arye Weber
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b)
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Compensation
Committee – Steven Steinberg; Arye Weber; Ido Agmon
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c)
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Investments
Committee – Simcha Rock; Ido Agmon; Arye Weber; Ran Tzror
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d)
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Science
& Technology Committee – John Paul Waymack; Gil Ben-Menachem; Ido Agmon
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In
addition, the Board of Directors of the Company ratified the following appointments by the Company to the Board of Directors of
TyrNovo Ltd., the Company’s majority owned subsidiary - Simcha Rock; Gil Ben-Menachem; Ran Tzror.
******************
Forward-Looking
Statements and the Company’s Safe Harbor Statement
Certain
statements in this
Report on Form 6-K
are forward-looking statements within the meaning of the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995 and other applicable securities laws. Forward-looking statements
can be identified by the use of forward-looking words such as “believe”, “expect”, “intend”, “plan”,
“may”, “should”, “could”, “might”, “seek”, “target”, “will”,
“project”, “forecast”, “continue” or “anticipate” or their negatives or variations of
these words or other comparable words or by the fact that these statements do not relate strictly to historical matters. You should
not place undue reliance on these forward-looking statements, which are not guarantees of future performance. Forward-looking
statements reflect our current views, expectations, beliefs or intentions with respect to future events, and are subject to a
number of assumptions, involve known and unknown risks, many of which are beyond our control, as well as uncertainties and other
factors that may cause our actual results, performance or achievements to be significantly different from any future results,
performance or achievements expressed or implied by the forward-looking statements. Important factors that could cause or contribute
to such differences include, among others, risks relating to: the fact that drug development and commercialization involves a
lengthy and expensive process with uncertain outcomes; our ability to successfully acquire, develop or commercialize our pharmaceutical
products; the expense, length, progress and results of any clinical trials; the lack of sufficient funding to finance the clinical
trials; the impact of any changes in regulation and legislation that could affect the pharmaceutical industry; the difficulty
in receiving the regulatory approvals necessary in order to commercialize our products; the difficulty of predicting actions of
the U.S. Food and Drug Administration or any other applicable regulator of pharmaceutical products; the regulatory environment
and changes in the health policies and regimes in the countries in which we operate; the uncertainty surrounding the actual market
reception to our pharmaceutical products once cleared for marketing in a particular market; the introduction of competing products;
patents attained by competitors; dependence on the effectiveness of our patents and other protections for innovative products;
our ability to obtain, maintain and defend issued patents with protective claims; the commencement of any patent interference
or infringement action; our ability to prevail, obtain a favorable decision or recover damages in any such action; and the exposure
to litigation, including patent litigation, and/or regulatory actions; the uncertainty surrounding an investigation by the Israel
Securities Authority into our historical public disclosures and the potential impact of such investigation on the trading of our
securities or on our clinical, commercial and other business relationships, or on receiving the regulatory approvals necessary
in order to commercialize our products, and other factors that are discussed in our Registration Statements on Form F-3 filed
with the U.S. Securities and Exchange Commission (the “SEC”) (file numbers 333-211477, 333-207117, and 333-215037),
in our Annual Report on Form 20-F for the year ended December 31, 2015 and in our other filings with the SEC, including our cautionary
discussion of risks and uncertainties under “Risk Factors” in our Registration Statements and Annual Reports. These
are factors that we believe could cause our actual results to differ materially from expected results. Other factors besides those
we have listed could also adversely affect us. Any forward-looking statement in this press release speaks only as of the date
which it is made. We disclaim any intention or obligation to publicly update or revise any forward-looking statement, or other
information contained herein, whether as a result of new information, future events or otherwise, except as required by applicable
law. You are advised, however, to consult any additional disclosures we make in our reports to the SEC, which are available on
the SEC’s website, http://www.sec.gov.
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.
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KITOV
PHARMACEUTICALS HOLDINGS LTD.
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April
26, 2017
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By:
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/s/
Avraham Ben-Tzvi
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Avraham
Ben-Tzvi, Adv.
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Company
Secretary
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