Full Press Release Details
Announces Pricing of $6.0 Million Public Offering
March 12, 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 pricing of a public offering
of 20,000,000 units at a price to the public of $0.30 per unit, for gross proceeds of $6.0 million, before deducting placement
agent fees and other offering expenses payable by Kitov. Each unit contains one American Depositary Shares ("ADS")
(or ADS equivalent) and one warrant to purchase one ADS. Each ADS represents one ordinary share, no par value, of Kitov. The
ADSs (or ADS equivalents) and warrants included in the units can only be purchased together in this offering, but will be issued
separately and will be immediately separable upon issuance.
Wainwright & Co. is acting as the exclusive placement agent for the offering.
warrants will have an exercise price of $0.325 per ADS and will be exercisable at any time after the date of issuance and will
expire five years from the date of issuance.
closing of the sale of the securities is expected to take place on or about March 16, 2020, subject to satisfaction of customary
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.
offering is being made under an effective registration statement on Form F-1 (File No. 333-235729) filed with the Securities and
Exchange Commission (the "SEC") and declared effective on March 11, 2020. The offering is being made only by
means of a prospectus forming part of the effective registration statement. The final terms of the offering will be disclosed
in a final prospectus to be filed with the SEC and made available on the SEC's website at www.sec.gov. When available, electronic
copies of the final prospectus relating to the offering may also be obtained by contacting H.C. Wainwright & Co., 430 Park
Avenue, New York, NY 10022, by telephone at (646) 975-6996 or by email at placements@hcwco.com. 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.
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 (NYSE: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
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, statements relating to the public offering of Kitov's units, 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 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. Important factors that could cause or contribute to such differences include,
among others, risks relating to: market conditions and the satisfaction of customary closing conditions related to the offering,
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, 2018 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