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 October 2016
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 that on October 26,
2016 the Board of Directors (the “Board”) of the Company resolved with respect to the following matters:
1)
New Director Appointment
The
Board determined to fill a vacancy on the Board, and to appoint, effective immediately, Ms. Leah Bruck to serve as a director
of the Company.
Since
2012, Ms. Bruck has been the principal owner of a business which provides CFO, controllership and accounting services to Israeli
companies, including a number of publicly traded corporations. As part of these engagements, from April 2012 until June 2016,
Ms. Bruck’s business provided controllership and bookkeeping services to the Company, and to Mainrom Line Logistics Ltd.,
a TASE listed company into which Kitov Pharmaceuticals Ltd. merged in July 2013. Between 2006 and 2012, Ms. Bruck worked as an
accountant at Migdalor Mishmoret Business Services Ltd., a private Israeli company providing companies with business and economic
advisory services. Ms. Bruck is a licensed CPA in Israel, where she completed a course of study in accounting, economics and finance
at Lustig College, Ramat Gan, Israel (presently part of the Tal Academic Center), along with completion of a series of external
exams conducted by the Israel Auditors’ Council, the statutory body which supervises and licenses the accounting profession
in Israel.
The
Board of Directors determined that Ms. Bruck meets the independence requirements of the Exchange Act and NASDAQ Listing Rules,
meets the standards of the NASDAQ Listing Rules for membership on the audit committee, and has financial and accounting expertise
as defined in the Israeli Companies Law and applicable regulations. The appointment of Ms. Bruck by the Board was in accordance
with Article 86 of the Company’s Amended and Restated Articles of Association, and Ms. Bruck was appointed to serve as a
director of the Company until the annual general meeting set to take place at the end of the three-year term for the class of
directors to which Ms. Bruck is so appointed by the Board.
2)
Appointment of Directors to Classes
The
Board carried out the first division of the Board of Directors into three classes, as set forth in Article 84 of the Company’s
Amended and Restated Articles of Association. In accordance with such resolution, each of Drs. Paul Waymack and Alain Zeitoun
were appointed to the first class of directors, with Dr. Waymack to serve until the 2016 Annual General Meeting, and Dr. Zeitoun
to serve until December 16, 2016, the completion of his original term as a director, in accordance with the transition rules for
directors previously classified as external directors, as set forth under Regulation 5D of the Israeli Companies Regulations (Relief
for Public Companies with Shares Listed for Trading on a Stock Market Outside of Israel), 5760-2000, which were adopted by the
Company on July 13, 2016. Messrs. Steven Steinberg, Ido Agmon and Yair Katzir were each appointed to the second class of directors
to serve until the 2017 Annual General Meeting, and Messrs. Isaac Israel and Simcha Rock and Ms. Leah Bruck, were appointed to
the third class of directors to serve until the 2018 Annual General Meeting.
3)
Notice of 2016 Annual General Meeting of Shareholders
The
Board set the agenda for the 2016 Annual General Meeting of Shareholder of the Company. The Notice of Annual General Meeting of
Shareholders, to be held on Monday, December 5, 2016 at 4:30 PM Israel time, at the offices of the Company, One Azrieli Center,
Round Tower, 23
rd
Floor, Tel Aviv, Israel, is attached to this Form 6-K. We will also publish the Notice of Annual
General Meeting of Shareholders on our corporate website at
http://kitovpharma.investorroom.com/Shareholder-Meetings
.
The
full set of Proxy Materials is expected to be furnished to the SEC on Form 6-K on or before November 4, 2016, and will be available
to the public on the SEC’s website at
http://www.sec.gov
. The Proxy Materials will also be submitted to the Israeli
Securities Authority and TASE, and available on the websites:
www.magna.isa.gov.il
or
www.maya.tase.co.il
. The Proxy
Materials will also be made available on our website.
This
report on Form 6-K of the Registrant consists of the following documents, which are attached hereto and incorporated by reference
herein:
Exhibits
99.1
|
Notice
of 2016 Annual General Meeting of the Shareholders of Kitov Pharmaceuticals Holdings
Ltd.
|
This
Form 6-K, including all exhibits hereto, is hereby incorporated by reference into the Registration Statement on Form S-8 filed
by the registrant under the Securities Act of 1933 on May 20, 2016.
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.
|
|
|
October
27, 2016
|
By:
|
/s/Avraham
Ben-Tzvi
|
|
|
Avraham Ben-Tzvi
|
|
|
General Counsel & Company Secretary
|
4
Kitov Pharma (NASDAQ:KTOV)
Historical Stock Chart
From Apr 2024 to May 2024
Kitov Pharma (NASDAQ:KTOV)
Historical Stock Chart
From May 2023 to May 2024