Report of Foreign Issuer (6-k)
September 29 2017 - 4:33PM
Edgar (US Regulatory)
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
of the
Securities Exchange Act of 1934
For
the month of September 2017
Commission
File Number: 001-37643
KITOV
PHARMACEUTICALS HOLDINGS LTD.
(Translation
of registrant’s name into English)
One
Azrieli Center, Round Tower, 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): ____
As
previously announced by Kitov Pharmaceuticals Holdings Ltd. (the “Company” or the “Registrant”) on April
26, 2017, the boards of directors of each of the Company and Kitov Pharmaceuticals Ltd., the Company’s wholly owned subsidiary
(the “Company 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 “Companies Law”), the proposed merger between
the Company and the Company Subsidiary will not require shareholder approvals.
The
Company is announcing that on September 28, 2017, the Company and the Company Subsidiary submitted a merger proposal to the Israeli
Registrar of Companies in order to finalize the proposed merger. As provided by the regulations promulgated under the Companies
Law, the Company and the Company Subsidiary are publishing creditor notices in Israeli and overseas newspapers. A copy of the
creditor notices is attached hereto as Exhibit 99.1. Upon the request of a creditor of either entity to the proposed merger, the
court in Israel 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 either the Company or the Company Subsidiary. The court
may also give instructions in order to secure the rights of creditors. In addition, in accordance with the regulations promulgated
under the Companies Law, the proposed merger may not be completed earlier than November 17, 2017.
We
expect the merger will be completed at or prior to the end of the 2017 calendar year. As set forth in the Agreement and Plan of
Merger between the Company and the Company Subsidiary, and in accordance with Section 103 of the Israeli Income Tax Ordinance
[New Version], 1961, the merger shall be deemed to have been consummated on, and effective as of, December 31, 2017.
Exhibits
Forward-Looking
Statements and the Registrant's Safe Harbor Statement
Certain
statements in this 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 develop and 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 in our Annual Report on Form 20-F for the year ended December 31, 2016 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, including, but not limited to the Risk Factor entitled “
In
the event we do not satisfy the requirements for a tax-free merger of the Company Subsidiary with and into the Company, the Company
Subsidiary may be subject to a material tax liability
.” 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
.
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.
|
|
|
Date:
September 29, 2017
|
By:
|
/s/
Avraham Ben-Tzvi
|
|
|
Avraham
Ben-Tzvi
|
|
|
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