Full Press Release Details
Kitov Announces $10 million Registered Direct Offering
Israel, May 06, 2020 (GLOBE NEWSWIRE) -- Kitov Pharma Ltd. ("Kitov") (NASDAQ/TASE: KTOV), a clinical-stage company
advancing first-in-class therapies to overcome tumor immune evasion and drug resistance, today announced that it has entered into
definitive agreements with several institutional and accredited investors for the purchase and sale of 25,000,002 of the Company's
ordinary shares represented by American Depositary Shares (ADSs), at a purchase price of $0.40 per ADS, in a registered direct
offering, for aggregate gross proceeds of approximately $10 million. Kitov has also agreed to issue to the investors unregistered
warrants to purchase up to an aggregate of 25,000,002 ADSs. Each ADS represents one ordinary share, no par value, of Kitov. The
offering is expected to close on or about May 8, 2020, subject to satisfaction of customary closing conditions.
Wainwright & Co. is acting as the exclusive placement agent for the offering.
warrants will have an exercise price of $0.40 per ADS and will be exercisable at any time upon issuance and will expire five and
one-half years from the date of issuance.
intends to use the net proceeds of this offering to fund the development of its oncology drug candidates, acquisition of new assets
and for general working capital purposes.
ADSs (but not the warrants or the ADSs underlying the warrants) are being offered by Kitov pursuant to a "shelf" registration
statement on Form F-3 (File No. 333- 235327) previously filed with the U.S. Securities and Exchange Commission (the "SEC")
on December 2, 2019 and declared effective by the SEC on December 13, 2019. The offering of the ADSs will be made
only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement. A final
prospectus supplement and accompanying prospectus relating to the ADSs being offered will be filed with the SEC. Electronic
copies of the final prospectus supplement and accompanying prospectus may be obtained, when available, on the SEC's website at http://www.sec.gov or
by contacting H.C. Wainwright & Co., LLC at 430 Park Avenue, 3rd Floor, New York, NY 10022, by phone at
(646) 975-6996 or e-mail at placements@hcwco.com.
warrants described above were offered in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the
"Act"), and Regulation D promulgated thereunder and, along with the ADSs underlying the warrants, have not been registered
under the Act, or applicable state securities laws. Accordingly, the warrants and underlying ADSs may not be offered or sold in the
United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements
of the Act and such applicable state securities laws.
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 jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction.
Pharma (Kitov Pharma Ltd.; NASDAQ/TASE: KTOV) is a clinical-stage company focusing on advancing first-in-class therapies to overcome
tumor immune evasion and drug resistance, to create successful long-lasting treatments for people with cancer. Kitov's oncology
pipeline includes NT-219 and CM-24. NT-219 is a small molecule targeting the novel cancer drug resistance pathways IRS1/2 and STAT3.
Kitov is currently advancing NT-219 in combination with cetuximab as a third-line or second-line treatment option for the treatment
of recurrent and metastatic squamous cell carcinoma of head & neck cancer (SCCHN), as well as a single agent monotherapy treatment
in patients with advanced solid tumors. CM-24 is a monoclonal antibody blocking CEACAM1, a novel immune checkpoint that supports
tumor immune evasion and survival through multiple pathways. Kitov intends to advance CM-24 as a combination therapy with anti-PD1
checkpoint inhibitors for the treatment of non-small cell lung cancer (NSCLC). Kitov has entered into a clinical collaboration
agreement with Bristol Myers Squibb Company (BMY) for the planned Phase 1/2 clinical trials to evaluate the combination of CM-24
with the PD-1 inhibitor nivolumab (Opdivo ). Kitov is also the owner of Consensi , a fixed-dose combination of celecoxib
and amlodipine besylate, for the simultaneous treatment of osteoarthritis pain and hypertension which was approved by the FDA for
marketing in the U.S and is expected to be launched in the U.S. during 2020 by its partner Coeptis Pharmaceuticals. Kitov has also
partnered to commercialize Consensi in China and South Korea. The company is headquartered in Tel Aviv, Israel.
Statements and Kitov's Safe Harbor Statement
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, the intended use of proceeds and 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, which include, among others, statements relating to the registered direct
offering, including as to the consummation of the offering described above, the expected proceeds from the offering, the intended
use of proceeds and the timing of the closing of the offering. Important factors that could cause or contribute to such differences
include, among others, risks relating to: the impact of the recent coronavirus outbreak on our business and the global economy;
market and other conditions, different results from the expected benefits, synergies and costs of the acquisition of FameWave by
Kitov; management plans relating to the transaction; the plans, strategies and objectives of management for future operations;
product development for NT219 and CM-24; the potential future financial impact of the transaction; and any assumptions underlying
any of the foregoing; the process by which early stage therapeutic candidates such as NT219 and CM-24 could potentially lead to
an approved drug product is long and subject to highly significant risks, particularly with respect to a joint development collaboration;
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,
and other factors that are discussed in our in our Annual Report on Form 20-F for the year ended December 31, 2019, as amended,
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.
Deputy CEO & Chief Financial Officer
+972-3-933-3121 ext. #105