TEL-AVIV, Israel, June 23, 2020 (GLOBE NEWSWIRE) – Kitov Pharma Ltd. (Kitov) (NASDAQ / TASE: KTOV), a clinical-stage company that offers world-class therapies to overcome immune evasion and resistance tumor drugs, today announced that it has entered into final agreements with several investors healthcare-focused institutions for the purchase and sale of 38,888,892 common shares of the company represented by American Depository Shares (ADS) and warrants to purchase a total of 19,444,446 ADS, at a combined purchase price of $ 0.90 per ADS and associated warrants, in a registered direct offer, for total gross proceeds of approximately $ 35.0 million. Each ADS represents one common share , without nominal value, of Kitov. The offer should be closed on or around June 25, 2020, subject to compliance with the usual closing conditions.
HC Wainwright & Co. acts as exclusive placement agent for the offer.
The warrants will have an exercise price of $ 0.90 per ADS and may be exercised at any time upon issue and will expire five years from the date of issue.
Kitov intends to use the net proceeds of this offer to finance the development of its oncology drug candidates, the acquisition of new assets and for general working capital purposes.
The securities described above are offered by Kitov in accordance with a prior registration declaration on form F-3 (file no. 333-235327) filed with the US Securities and Exchange Commission (SEC) on December 2, 2019 and declared effective by the SEC. December 13, 2019. The offering of these securities will only be made by means of a prospectus, including a prospectus supplement, which forms part of the effective registration declaration. A final prospectus supplement and an accompanying prospectus relating to the securities offered will be filed with the SEC. Electronic copies of the final prospectus supplement and accompanying prospectus can be obtained, when available, from the SEC’s website at http: //www.sec.govor by contacting HC Wainwright & Co., LLC at 430 Park Avenue, 3rd Floor, New York, NY10022, by phone at (646) 975-6996 or by email at [email protected]
This press release does not constitute an offer to sell or a solicitation of an offer to buy, and there will be no sale of these securities in any jurisdiction where such an offer, solicitation or sale would be illegal prior to registration. or qualification under the securities laws of such a jurisdiction.
Kitov Pharma (Kitov Pharma Ltd.; NASDAQ / TASE: KTOV) is a clinical enterprise focusing on advanced therapies to overcome immune evasion from tumors and drug resistance, to create lasting and effective treatments for people with cancer. The Kitovs oncology pipeline includes NT-219 and CM-24. NT-219 is a small molecule targeting new pathways of resistance to the cancer drugs IRS1 / 2 and STAT3. Kitov is advancing NT-219 as a monotherapy treatment for 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 phase 1 study / 2 planned. CM-24 is a monoclonal antibody blocking CEACAM1, a new immune checkpoint that supports immune evasion and tumor survival by multiple routes. Kitov plans to advance CM-24 as a combination therapy with anti-PD1 checkpoint inhibitors in certain indications of cancer in a phase 1 study followed by a phase 2 for the treatment of non-lung cancer. small NSCLC cells and pancreatic cancer. Kitov has entered into a clinical collaboration agreement with Bristol Myers Squibb Company for the phase 1/2 clinical trials planned 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 arthritis pain and hypertension approved by the FDA for marketing in the United States. Consensi is sold in the United States by Burke Therapeutics, the marketing partner of Kitovs’ American distributor, Coeptis Pharmaceuticals. Kitov has also teamed up to market Consensi in China and South Korea. The company is based in Tel Aviv, Israel.
Kitovs Forward-Looking Statements and Safe Harbor Statement
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. These forward-looking statements include, but are not limited to to, the intended use of the product and statements that are not statements of historical fact, and can be identified by words such as believe, expect, intend, plan, may, should, could, could , seek, target, want, project, predict, 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 opinions, expectations, beliefs or intentions regarding 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 materially different from any future results, performance or achievement expressed or implied by forward-looking statements, which include, among others, statements relating to the direct offer recorded, including with regard to the consumption of the offer described above, the expected product of the offer, the intended use of the product and the time of closing of the offer. Important factors that could cause or contribute to such differences include, among others, the risks associated with: the impact of the recent coronavirus epidemic on our business and the global economy; market and other conditions, results different from the expected benefit and synergies of Kitov’s acquisition of FameWave; management plans relating to the transaction; management plans, strategies and objectives for future operations; product development for NT219 and CM-24; the potential future financial impact of the transaction; and any assumption underlying all 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 very significant risks, particularly with regard to joint development collaboration; the fact that drug development and marketing involves a long and costly process with uncertain results; our ability to successfully develop and market our pharmaceuticals; the expenses, duration, progress and results of any clinical trial; lack of sufficient funding to fund clinical trials; the impact of any changes in regulations and legislation that could affect the pharmaceutical industry; the difficulty of receiving the regulatory approvals necessary to market our products; difficulty predicting the actions of the United States Food and Drug Administration or any other applicable pharmaceutical regulatory body; the regulatory environment and the evolution of health policies and regimes in the countries in which we operate; the uncertainty surrounding the actual market reception for our pharmaceutical products once authorized 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 patents issued with applications for protection; the start of any patent infringement or infringement action; our ability to prevail, to obtain a favorable decision or to recover damages in such an action; and exposure to litigation, including patent litigation, and / or regulatory actions, and other factors that are reviewed in our annual report on Form 20-F for the year ended December 31, 2019, as amended, and in our other documents filed with the SEC, including our warning discussion of risks and uncertainties under Risk Factors in our registration statements and annual reports. These are factors that we believe may cause our actual results to differ materially from the expected results. Factors other than those we have listed could also harm us. Any forward-looking statements in this press release speak only as of the date they are made. We disclaim any intention or obligation to publicly update or revise any forward-looking statement or any other information contained in this document, whether as a result of new information, future events or otherwise, unless applicable law so requires. required. However, it is advisable to review any additional information we do in our reports to the SEC, which are available on the SEC website, http://www.sec.gov.
Deputy CEO and CFO
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