Full Press Release Details
Kitov Pharma Announces ADS Ratio Change
TEL AVIV, Israel, August 12, 2020 --
Kitov Pharma Ltd. ("Kitov") (NASDAQ/TASE: KTOV), a clinical-stage company advancing first-in-class therapies to overcome
tumor immune evasion and drug resistance, announced today that the Company will change the ratio of its American Depositary Shares
(ADSs) to ordinary shares from one (1) ADS representing one (1) ordinary shares to a new ratio of one (1) ADS representing ten
(10) ordinary shares. The ratio change will be effective at the beginning of trading on August 21, 2020. The primary purpose of
the ADS ratio change is to enable the Company to regain compliance with the $1.00 minimum bid price requirement for continued listing
on the Nasdaq Capital Market.
For ADS holders, the ratio change will have the same effect
as a one-for-ten reverse ADS split. On the effective date, each ADS holder will be required to exchange every ten (10) ADSs then
held for one (1) new ADS. The Bank of New York Mellon, the depositary bank, will arrange for the exchange of the current ADSs
for the new ones. The Company's ADSs will continue to trade on the NASDAQ Capital Market under the symbol "KTOV,"
although a new CUSIP number 49803V206 has been assigned as a result of the change in the ratio of ADS to ordinary shares. The
change in the ADS ratio will have no impact on Kitov's ordinary shares, which are traded on The Tel Aviv Stock Exchange,
and holders of Kitov's ordinary shares are entirely unaffected by the new exchange ratio for ADSs. Upon effectiveness of
the ratio change, each outstanding Series A warrant to purchase one ADS, currently trading on the Nasdaq Capital Market under
the symbol "KTOVW," shall become a warrant to purchase 1/10 of one ADS, at an exercise price of $37.80 per one full
ADS. Proportional adjustments will be made to all of the Company's other outstanding non-public warrants to purchase ADSs.
No fractional new ADSs will be issued in connection
with the change in the ADS ratio. Instead, fractional entitlements to new ADSs will be aggregated and sold by the depositary bank
and the net cash proceeds from the sale of the fractional ADS entitlements (after deduction of fees, taxes and expenses) will
be distributed to the applicable ADS holders by the depositary bank.
As a result of the change in the ADS ratio,
the ADS price is expected to increase proportionally, enhancing the suitability of the ADSs for trading on the Nasdaq Capital Market,
although the Company can give no assurance that the ADS price after the change in the ADS ratio will be equal to or greater than
ten times the ADS price before the change.
Kitov 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
as a monotherapy treatment of advanced solid tumors and in combination with cetuximab for the treatment of recurrent or metastatic
squamous cell carcinoma of head and neck cancer (SCCHN) in a planned phase 1/2 study. CM-24 is a monoclonal antibody blocking CEACAM1,
a novel immune checkpoint that supports tumor immune evasion and survival through multiple pathways. Kitov plans to advance CM-24
as a combination therapy with anti-PD1 checkpoint inhibitors in selected cancer indications in a phase 1 study followed by a phase
2 for the treatment of non-small cell lung cancer NSCLC and pancreatic cancer. Kitov has entered into a clinical collaboration
agreement with Bristol Myers Squibb Company 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 that was approved by the FDA for marketing
in the U.S. Consensi is being sold in the U.S. by Burke Therapeutics, the marketing partner of Kitov's U.S. distributor,
Coeptis Pharmaceuticals. Kitov has also partnered to commercialize Consensi in China and South Korea. The company is headquartered
in Tel Aviv, Israel. For more information, please visit http://www.kitovpharma.com.
Forward-Looking Statements and Kitov's Safe
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. For example, Kitov is using forward-looking statements in this press release when it discusses the expectation
of an increase of its ADS price. 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: the plans, strategies and objectives
of management for future operations; product development for NT219 and CM-24; 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 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 obtained by competitors; dependence on the effectiveness of our patents and other protections for
innovative products; our ability to obtain, maintain and defend issued patents; the commencement of any patent interference or
infringement action against our patents, and 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 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
IR@kitovpharma.com +972-3-933-3121 ext. #105
Investor Relations Contact: