Full Press Release Details
Kitov Pharmaceuticals
Holdings Ltd. (the "Company")
a Special General Meeting of the holders of options of the Company
on the Tel Aviv Stock Exchange
Dear Securities Holder:
that the Company hereby announces that a special general meeting of the holders of options and warrants of the Company which are
not traded on the Tel Aviv Stock Exchange (hereinafter: "TASE"), as set forth in the Company's Registry
of Shares and Other Securities, shall be convened on December 28, 2015, at 4:00 P.M. Israel time (hereinafter: the "Meeting"),
at the offices of the Company, One Azrieli Center, Round Tower, 23rd Floor, Tel Aviv (hereinafter: the "Company
Offices"). The Agenda for the Meeting is set forth below.
the Company's reporting regime in accordance with U.S. securities laws
registration of the Company's shares for trading on the NASDAQ Capital Market (hereinafter: "NASDAQ")
through ADRs (American Depository Receipts), each representing 20 ordinary shares of the Company, no par value each, it is proposed
to authorize the Company, subject to the receipt of approval of the other securities holders of the Company, to change from reporting
in accordance with Chapter F of the Israeli Securities Law, 5728-1968 (the "Law") and start reporting in accordance
with Chapter E3 of the Law and the regulations promulgated thereunder, namely, in accordance with U.S. securities regulations,
all in accordance with and subject to the provisions of Section 35XXXII of the Law.
that with the transition to reporting in accordance with Chapter E3 of the Law as aforesaid, the Company will commence to report
in parallel on MAGNA, the Israel Securities Authority distribution platform, those reports that it submits to the Securities and
Exchange Commission ("SEC").
transition from reporting under Chapter F of the Israeli Securities Law to reporting in accordance with U.S. securities laws, as
aforesaid, is subject to the approval of the shareholders of the Company, as well as the approval of the other securities holders
of the Company, each with the majority set forth in Section 5 of this report. It is noted that in tandem with the publication of
this Notice of Meeting and Proxy Statement, the Company has approached the Israel Securities Authority with a request for an exemption
from reporting under Chapter F of the Law, in accordance with Section 35XXXII(A1) of the Law.
Proposed Resolution: To approve the Company to change from reporting in accordance with Chapter F of the Israeli Securities
Law, 5728-1968 (the "Law") and start reporting in accordance with Chapter E3 of the Law and the regulations promulgated
thereunder, namely, in accordance with U.S. securities regulations, all in accordance with and subject to the provisions of Section
or not you plan to attend the Meeting, it is important that your securities be represented. Accordingly, holders of options and
warrants of the Company which are not traded on the Tel Aviv Stock Exchange who will not attend the Meeting in person may vote
with respect to the matter on the agenda by means of a proxy. Execution of a proxy will not in any way affect an option and/or
warrant holder's right to attend the Meeting and vote in person, and any person giving a proxy has the right to revoke it
at any time before the deadline for receipt of proxies by filing with the Company, a written notice of revocation or duly executed
proxy bearing a later date.
options and warrants of the Company which are not traded on the Tel Aviv Stock Exchange at the end of the trading day in the U.S.
on Thursday, December 17, 2015 (hereinafter: the "Record Date") shall be entitled to participate in the
Meeting and to vote in person or by proxy, by appointing a proxy to vote (hereinafter: the "Proxy Letter"),
subject to being recorded in the Company's Registry of Shares and Other Securities as the owner of such warrants or options,
or otherwise presenting acceptable proof of ownership. The Proxy Letter, or a copy satisfactory to the Board of Directors, must
be deposited at the Company Offices or the place designated for the Meeting no later than 48 hours prior to the time scheduled
for the Meeting at which the person noted in the Proxy Letter intends to vote. However, the Meeting chairman is entitled to waive
this requirement with respect to all participants at the Meeting, and to accept all the Proxy Letters at the commencement of the
The required majority
necessary to approve the matter on the agenda is as set forth in Section 35XXXII(c) of the Law, according to which, a simple majority
of the option and/or warrant holders, excluding the Company's controlling shareholders, voting at the Meeting (not counting
a "controlling shareholder" is any shareholder that has the ability to direct the Company's activities
(other than by means of being a director or office holder of the Company), including a person who holds 25% or more of the voting
rights in the general meeting of the Company if there is no other person who holds more than 50% of the voting rights in the company;
for the purpose of a holding, two or more persons holding voting rights in the Company each of which has a personal interest in
the approval of the transaction being brought for approval of the company shall be considered to be joint holders. A person is
presumed to be a controlling shareholder if it holds or controls, by himself or together with others, one half or more of any one
of the "means of control" of a company. "Means of control" is defined as any one of the following: (i)
the right to vote at a general meeting of a company, or (ii) the right to appoint directors of a company or its chief executive
officer. A "personal interest" of a shareholder in an action or transaction of a company includes a personal
interest of any of the shareholder's relatives (i.e. spouse, brother or sister, parent, grandparent, child as well as child,
brother, sister or parent of such shareholder's spouse or the spouse of any of the above) or an interest of a company with
respect to which the shareholder or the shareholder's relative (as defined above) holds 5% or more of such company's
issued shares or voting rights, in which any such person has the right to appoint a director or the chief executive officer or
in which any such person serves as director or the chief executive officer, including the personal interest of a person voting
pursuant to a proxy which the proxy grantor has a personal interest, whether or not the person voting pursuant to such proxy has
discretion with regards to the vote; and excludes an interest arising solely from the ownership of ordinary shares of a company.
options and/or warrants of the Company which are not traded on the Tel Aviv Stock Exchange is entitled to participate in the Meeting
and any adjournment thereof, and is entitled to vote in person or by proxy, by appointing a duly appointed proxy to vote and if
the appointing party is a corporation the appointment shall be a duly appointed proxy of the corporation. The appointment shall
be in writing signed by the appointing party, or by authorized attorney. A Proxy Letter held by a participant at the Meeting which
is dated more than 12 months from the signature date shall be rendered invalid. All securities represented by properly executed
proxies received prior to or at the Meeting and not revoked prior to, or at, the Meeting in accordance with the procedures described
in this Notice and Proxy Statement, will be voted as specified in the instructions indicated in such proxies.
not be opened for discussions unless a legal quorum is present within a half hour of the time set for commencement of the Meeting.
The legal quorum for convening the Meeting shall be when at least two holders are present in person or by proxy, representing at
least 25% of the voting rights of the holders of options and warrants of the Company which are not traded on the Tel Aviv Stock
Exchange. If within half an hour from the time appointed for the Meeting a quorum is not present, the meeting shall stand adjourned
to the next day, Tuesday, December 29, 2015, at the same place and time, or any other such time, if noted in the Notice
of Meeting, and at the adjourned meeting only such matters on the agenda of the original Meeting shall be presented. If at the
adjourned meeting a legal quorum is not present within a half hour of the time set for commencement of the adjourned meeting, the
adjourned meeting shall commence with any number of participants present.
options and/or warrants of the Company which are not traded on the Tel Aviv Stock Exchange can review, by request, documents relevant
to the agenda matters of the Meeting, at the Company Offices, One Azrieli Center, Round Tower, 23rd Floor, Menachem
Begin Street 132, Tel Aviv, Sunday through Thursday during regular working hours, by coordinating in advance by email Avraham@kitovpharma.com
or Telephone: +972-(0)54-8679966, until the day of the Meeting.
The Company is subject to the information
reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), applicable to
foreign private issuers. The Company fulfills these requirements by filing reports with the Commission. Our filings with the Commission
may be inspected without charge at the Commission's Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549.
Information on the operation of the Public Reference Room can be obtained by calling the Commission at 1-800-SEC-0330. Our filings
are also available to the public on the Commission's website at http://www.sec.gov.
As a foreign private issuer, the Company
is exempt from the rules under the Exchange Act related to the furnishing and content of proxy statements. The circulation of this
Notice and Proxy Statement should not be taken as an admission that the Company is subject to the proxy rules under the Exchange
THE BOARD RECOMMENDS THAT YOU VOTE "FOR"
THE PROPOSAL ON THE AGENDA OF THE MEETING.
Kitov Pharmaceuticals Holdings Ltd.
By: Simcha Rock, Director and CFO