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 April 2019
Commission File Number: 001-37643
KITOV PHARMA
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): ____
Further to our Notice
of Special General Meeting of the Shareholders of the Company to be held on Monday April 29, 2019, at 4:30 p.m. local Israeli time,
at the offices of Kitov Pharma Ltd. (hereinafter, the “Registrant” or the “Company”) at One Azrieli Center,
Round Tower, 19
th
Floor, 132 Menachem Begin Road, Tel Aviv, Israel, and the Proxy Statement for the Meeting, which we
previously published on our corporate website at
http://kitovpharma.investorroom.com/Shareholder-Meetings
, and which we
also furnished to the SEC on Form 6-K on March 22, 2019, 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
,
we are furnishing this supplement to the Proxy Statement as described pursuant to Explanatory Note No. 1 below.
Our Board of
Directors continues to recommend that the shareholders approve the transactions for the acquisition of FameWave and the ADS,
warrant and option issuances by the Company to be made in connection with the transactions for the acquisition of
FameWave and the concurrent investment in the Company by certain investors and shareholders of FameWave in a private
placement, as set forth under Proposal 1 in the Proxy Statement.
EXPLANATORY NOTE
NO. 1
As previously disclosed,
on March 14, 2019, we announced that we had entered into the Acquisition Agreement to acquire FameWave, a privately held Israeli
biopharmaceutical company. FameWave’s main asset is CM-24, a clinical stage humanized monoclonal antibody targeting CEACAM1,
a novel immune checkpoint protein belonging to the Human CEA (Carcino-Embryonic Antigen) protein family. As described in the Proxy
Statement and in our Annual Report on Form 20-F filed with the SEC on March 26, 2019, we are acquiring 100% of FameWave from its
shareholders, subject to approval of our shareholders at the Meeting, and the completion of other closing conditions. As described
on pages 22-23 of the Proxy Statement, one of the conditions to closing of the transactions is the execution by FameWave by no
later than March 31, 2019 of a joint clinical collaboration agreement, which is now in an advanced stage of negotiation with a
major pharmaceutical company, for a planned Phase I/II study of CM-24 in combination with a PD-1 antibody in early 2020, with preliminary
data expected in late 2020.
We are announcing that
on April 7, 2019, we entered into Amendment No. 1 to the Stock Purchase Agreement, which we refer to as the “Amendment”,
pursuant to which the parties to the agreement agreed to extend the date by which FameWave shall complete the joint collaboration
agreement, until April 15, 2019. This disclosure supplements the disclosure contained in the Proxy Statement, and should be read
in conjunction with the Proxy Statement, which is available on the Internet site maintained by the Securities and Exchange Commission
at http://www.sec.gov, along with periodic reports and other information the Company files with the Securities and Exchange Commission.
To the extent that the information set forth herein differs from or updates information contained in the Proxy Statement, the information
set forth herein shall supersede or supplement the information in the Proxy Statement. Terms used below, unless otherwise defined,
have the meanings set forth in the Proxy Statement.
Other than as expressly
modified pursuant to the Amendment, the original Stock Purchase Agreement, which was filed as Annex A to the Proxy Statement, remains
in full force and effect as originally executed on March 14, 2019. The foregoing description of the Amendment and the transactions
contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the
Amendment, attached as Exhibit 99.1 to this Report on Form 6-K, which is also hereby deemed to be supplemented as Annex A1 to the
Proxy Statement.
Other than as expressly
set forth above, this Form 6-K does not, and does not purport to, amend, update or restate the information in any other item of
the Proxy Statement, or reflect any events that have occurred after the Form 6-K with the Proxy Statement was originally filed.
Information contained
on, or that can be accessed through, our 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. We have included our website address in this Form 6-K solely as an inactive
textual reference. We will post on our 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:
Forward-Looking Statements and Registrant’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. Any forward-looking statement in this Report on Form 6-K 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, including
Exhibit 99.1, is hereby 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), 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), the Registrant’s Registration Statement on Form F-3, as amended, originally
filed with the Securities and Exchange Commission on July 16, 2018 (Registration file number 333-226195), and the Registrant’s
Registration Statement on Form S-8 filed with the Securities and Exchange Commission on March 28, 2019 (Registration file number
333-230584).
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 PHARMA LTD.
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April 8, 2019
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By:
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/s/ Isaac Israel
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Isaac Israel
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CEO and Director
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