Report of Foreign Issuer (6-k)
June 12 2017 - 6:04AM
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 June 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, 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): ____
In January 2017 Kitov
Pharmaceuticals Holdings Ltd. (the “Company” or the “Registrant”) acquired a controlling interest in TyrNovo
Ltd., a private Israeli company, (“TyrNovo”) in exchange for $3.8 million ($2 million in cash and newly issued shares
of Kitov with a market value of $1.8 million) (the “Acquisition”). A detailed description of the Acquisition appears
in our Annual Report on Form 20-F for 2016, which was filed on May 1, 2017 (see under Item 7. Major Shareholders and Related
Party Transactions – B. Related Party Transactions – TyrNovo Ltd.).
This Report on Form 6-K is being filed in connection
with the Acquisition to provide the following financial statements: (i) the audited financial statements of TyrNovo as of and for
the year ended December 31, 2016; (ii) the unaudited pro forma condensed consolidated statement of financial position as of December
31, 2016, which gives effect to the Acquisition as if it had occurred on December 31, 2016 and (iii) the unaudited pro forma condensed
consolidated statement of operations for the Company (including its wholly owned subsidiary, Kitov Pharmaceuticals Ltd.) and TyrNovo
for the year ended December 31, 2016, which gives effect to the Acquisition, as if it had occurred on before the start of 2016.
The pro forma
adjustments made by management of the Company in preparation of unaudited pro forma condensed consolidated financial statements
included herein are preliminary, and have been made solely for purposes of developing the pro forma financial information for illustrative
purposes. The actual results to be reported on a consolidated basis by the Company in periods following the Acquisition may differ
significantly from those reflected in these pro forma financial statements for a number of reasons, including, but not limited
to, differences between the assumptions used to prepare these unaudited pro forma condensed consolidated financial statements and
actual amounts. The pro forma condensed consolidated financial statements are based upon the historical audited consolidated financial
statements of each of the Company and TyrNovo, and do not purport to project the future financial condition and results of operations
of the Company, taken together with TyrNovo, after giving effect to the Acquisition.
The following
documents are attached hereto and incorporated by reference herein:
Exhibits
23.1
|
Consent of Somekh Chaikin, independent registered public accounting firm, a Member Firm of KPMG International
|
99.1
|
Audited Financial Statements of TyrNovo Ltd. as of December 31, 2016, and for the calendar year then ended, and the report thereon dated June 8, 2017 of Somekh Chaikin, independent registered public accounting firm, a Member Firm of KPMG International
|
99.2
|
Kitov Pharmaceuticals Holdings Ltd. Unaudited Pro Forma Condensed Consolidated Statement of Financial Position as of December 31, 2016 and Statement of Operations for the Year Ended December 31, 2016
|
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), 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), and the Registrant’s
Registration Statement on Form S-8 filed with the Securities and Exchange Commission on June 6, 2017 (Registration file number
333-218538).
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.
|
|
|
June
12, 2017
|
By:
|
/s/
Avraham Ben-Tzvi
|
|
|
Avraham
Ben-Tzvi
|
|
|
Company
Secretary
|
3
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