Kitov Closes $6 Million Registered Direct Offering
January 18 2019 - 4:30PM
Kitov Pharma Ltd. (NASDAQ/TASE: KTOV), an innovative pharmaceutical
company, today announced the closing of its previously announced
registered direct offering of 3,428,572 American Depositary Shares
(ADS) at a purchase price of $1.75 per ADS, for gross proceeds of
$6 million.
Kitov also issued unregistered warrants to purchase up to
2,571,430 ADSs. The warrants have a term of 5.5 years, are
exercisable immediately and have an exercise price of $2.00 per
ADS.
H.C. Wainwright & Co. acted as the exclusive placement agent
in connection with this offering.
The ADSs described above were offered pursuant to a shelf
registration statement on Form F-3 (File No. 333-215037), which was
declared effective by the United States Securities and Exchange
Commission (the “SEC”) on December 14, 2016. Such ADSs were offered
only by means of a prospectus, including a prospectus supplement,
forming a part of the effective registration statement.
Copies of the final prospectus supplement and the accompanying
prospectus relating to the registered direct offering may be
obtained at the SEC’s website at http://www.sec.gov and may also be
obtained by contacting H.C. Wainwright & Co., LLC at 430 Park
Avenue, 3rd Floor, New York, NY 10022, by calling (646) 975-6996 or
emailing placements@hcwco.com.
The warrants described above were offered in a private placement
pursuant to an applicable exemption from the registration
requirements of the Securities Act of 1933, as amended (the “Act”),
and, along with the ADSs issuable upon their exercise, have not
been registered under the Act, and may not be offered or sold in
the United States absent registration with the SEC or an applicable
exemption from such registration requirements.
This press release shall not constitute an offer to sell
or a solicitation of an offer to buy nor shall there be any sale of
these securities in any state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of any such state or
jurisdiction.
About Kitov Kitov Pharma (Kitov Pharma Ltd.; NASDAQ/TASE: KTOV)
is an innovative pharmaceutical drug development company.
Leveraging deep regulatory and clinical-trial expertise, Kitov's
veteran team of healthcare and business professionals maintains a
proven track record in streamlined end-to-end drug development and
approval. Kitov's flagship combination drug, Consensi™, treating
osteoarthritis pain and hypertension simultaneously, was approved
by the FDA for marketing in the U.S and is partnered in the U.S.,
China and South Korea. In addition, Kitov’s NT219, a novel patented
small molecule designed to overcome cancer drug resistance, is
currently in pre-clinical development. By lowering development risk
and cost through fast-track regulatory approval of novel
therapeutics, Kitov plans to deliver rapid ROI and long-term
potential to investors, while making a meaningful impact on
people's lives. For more information on Kitov, the content of which
is not part of this press release, please
visit http://www.kitovpharma.com.
Forward-Looking Statements and Kitov's Safe Harbor Statement
Certain statements in this press release that are forward-looking
and not statements of historical fact are forward-looking
statements within the meaning of the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995. Such
forward-looking statements include, but are not limited to,
statements that are not statements of historical fact, and may be
identified by 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: uncertainties associated with 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, 2017 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.
For further information, contact: Gil Efron Deputy
CEO & Chief Financial Officer
IR@kitovpharma.com
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