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 November 2017
Commission
File Number: 001-37643
KITOV
PHARMACEUTICALS HOLDINGS LTD.
(Translation
of registrant’s name into English)
One
Azrieli Center, Round Tower,
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 making the following announcements:
|
1)
|
Pre
IND Meeting with FDA for NT219
|
On
October 26, 2017, the Company issued a Press Release: “
Kitov Pharmaceuticals Announces Receipt of FDA’s Favorable
Response to NT219’s pre-IND Meeting Package
”, which is attached hereto as
Exhibit 99.1
.
|
2)
|
Proxy
Statement of 2017 Annual General Meeting of the Shareholders
|
Further
to the Company’s Notice of 2017 Annual General Meeting of the Shareholders of the Company to be held at the Company’s
executive offices at One Azrieli Center, Round Tower, 19th Floor, Tel Aviv, Israel on Monday, December 4, 2017, at 4:30 p.m. local
Israeli time (the “Meeting”), which was previously published by the Company on its website on October 27, 2017 and
which the Company also furnished to the SEC on Form 6-K, as well as submitted to the Israeli Securities Authority and Tel Aviv
Stock Exchange, and made available on their respective websites for listed company reports:
www.magna.isa.gov.il
and
www.maya.tase.co.il
, the
Company has also published the Proxy Statement in connection with the Meeting, which is being furnished hereby to the SEC, and
is attached hereto as
Exhibit 99.2
.
The Company has also published a form of the
Voting Instruction Form for holders of the Company’s American Depositary Shares (“ADSs”) which will be distributed
to holders of the Company’s ADSs by BNY Mellon, the Depositary of the ADS program, and which is attached hereto as
Exhibit
99.3
.
This
report on Form 6-K, including the Proxy Statement, will also be submitted to the Israeli Securities Authority and Tel Aviv Stock
Exchange, and available on their respective websites for listed company reports:
www.magna.isa.gov.il
and
www.maya.tase.co.il
,
and will also be made available on the Company’s corporate website at
http://kitovpharma.investorroom.com/Shareholder-Meetings
.
Information
contained on, or that can be accessed through, the Company’s website does not constitute a part of this Form 6-K, nor does
it form part of the proxy solicitation materials in connection with the Meeting. The Company has included its website address
in this Form 6-K solely as an inactive textual reference. The Company intends to post on its website any materials in connection
with the Meeting required to be posted on such website under applicable corporate or securities laws and regulations.
This
report on Form 6-K of the Registrant consists of the following documents, which are attached hereto and incorporated by reference
herein:
Exhibits
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 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. 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), 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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November
1, 2017
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By:
|
/s/
Simcha Rock
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|
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Simcha Rock
|
|
|
Chief Financial Officer
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