Report of Foreign Issuer (6-k)
July 13 2017 - 5:09PM
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 July 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): ☐
Kitov Pharmaceuticals
Holdings
Ltd. (the “Company” or the “Registrant”) is announcing the results of its 2017 Special
General Meeting of Shareholders of the Company held on July 12, 2017. At the 2017 Special General Meeting (the “Special
Meeting” or the “Meeting”), management presented certain matters, and the shareholders of the Company voted on
a number of different proposals, all of which are described in more detail in the Company’s Proxy statement for the Special
Meeting that was attached as Exhibit 99.1 to a Report of Foreign Private Issuer on Form 6-K that the Company furnished to the Securities
and Exchange Commission on June 8, 2017 (“Proxy Statement”).
The proposals (i)
to approve an increase in the number of ordinary shares reserved under Kitov Pharmaceuticals Holdings Ltd. 2016 Equity-Based Incentive
Plan to 50,000,000 ordinary shares to qualify for incentive stock options for US Tax purposes; (ii) To approve the Compensation
Policy, in the form attached as Exhibit A to the Company’s Proxy Statement; (iii) To approve the Letter of Exemption granted
by the Company to each of Mr. Arye Weber, Ms. Revital-Stern-Raff and Mr. Ran Tzror, which is in the form of such letter previously
approved by the shareholders to be granted by the Company to directors serving from time to time in such capacity, a form of which
is attached as Exhibit 10.5 to the Registration Statement on Form F-1 of the Company filed with the SEC on September 24, 2015;
(iv) To approve Letter of Indemnity granted by the Company to each of Mr. Arye Weber, Ms. Revital-Stern-Raff and Mr. Ran Tzror,
which is in the form of such letter previously approved by the shareholders to be granted by the Company to directors serving from
time to time in such capacity, a form of which is attached as Exhibit 10.6 to the Registration Statement on Form F-1 of the Company
filed with the SEC on September 24, 2015; (v) To approve the inclusion under the D&O Policy of the Company of each of Mr. Arye
Weber, Ms. Revital-Stern-Raff and Mr. Ran Tzror, effective as of the commencement of such director’s engagement with the
Company; (vi) To approve that the Company may procure a D&O Insurance Policy, as well as procure in the future additional D&O
Insurance Policies, and to include all current as well as future office holders under the coverage of any such D&O Insurance
Policies, effective as of the commencement of their engagement with the Company, as set forth under Proposal 4 of the Proxy Statement;
(vii) To approve an amendment to the terms of office and employment of Dr. John Paul Waymack, the Chairman of the Board of Directors
and Chief Medical Officer of the Company, including the grant of equity-based incentive compensation, as set forth under Proposal
5 in the Proxy Statement; (viii) To approve an amendment to the terms of office and employment of Mr. Isaac Israel a member of
the Board of Directors and Chief Executive Officer of the Company, including the grant of equity-based incentive compensation,
as set forth under Proposal 6 in the Proxy Statement; (ix) To approve an amendment to the terms of office and employment of Mr.
Simcha Rock a member of the Board of Directors and Chief Financial Officer of the Company, including the grant of equity-based
incentive compensation, as set forth under Proposal 7 in the Proxy Statement; and (x) To approve an amendment to the terms of office
and employment of each of Mr. Arye Weber, Ms. Revital-Stern-Raff, Mr. Ran Tzror, Mr. Ido Agmon and Mr. Steven Steinberg, including
the grant of equity-based incentive compensation, as set forth under Proposal 8 in the Proxy Statement, were all approved by the
requisite vote of the Company’s shareholders present and voting at the Meeting.
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.
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KITOV PHARMACEUTICALS HOLDINGS LTD.
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July 13, 2017
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By:
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/s/ Simcha Rock
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Simcha Rock
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CFO and Director
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