Purple Biotech Ltd. — AGM Information 2016

Oct 27, 2016

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934

For the month of October 2016

Commission File Number: 001-37643

KITOV PHARMACEUTICALS HOLDINGS LTD.

(Translation of registrant's name into English)

One Azrieli Center, Round Tower, 23rd Floor, Tel Aviv 6701101, Israel

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ____

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ____

Kitov Pharmaceuticals Holdings Ltd. (the "Company" or the "Registrant") is announcing that on October 26, 2016 the Board of Directors (the "Board") of the Company resolved with respect to the following matters:

1) New Director Appointment

The Board determined to fill a vacancy on the Board, and to appoint, effective immediately, Ms. Leah Bruck to serve as a director of the Company.

Since 2012, Ms. Bruck has been the principal owner of a business which provides CFO, controllership and accounting services to Israeli companies, including a number of publicly traded corporations. As part of these engagements, from April 2012 until June 2016, Ms. Bruck's business provided controllership and bookkeeping services to the Company, and to Mainrom Line Logistics Ltd., a TASE listed company into which Kitov Pharmaceuticals Ltd. merged in July 2013. Between 2006 and 2012, Ms. Bruck worked as an accountant at Migdalor Mishmoret Business Services Ltd., a private Israeli company providing companies with business and economic advisory services. Ms. Bruck is a licensed CPA in Israel, where she completed a course of study in accounting, economics and finance at Lustig College, Ramat Gan, Israel (presently part of the Tal Academic Center), along with completion of a series of external exams conducted by the Israel Auditors' Council, the statutory body which supervises and licenses the accounting profession in Israel.

The Board of Directors determined that Ms. Bruck meets the independence requirements of the Exchange Act and NASDAQ Listing Rules, meets the standards of the NASDAQ Listing Rules for membership on the audit committee, and has financial and accounting expertise as defined in the Israeli Companies Law and applicable regulations. The appointment of Ms. Bruck by the Board was in accordance with Article 86 of the Company's Amended and Restated Articles of Association, and Ms. Bruck was appointed to serve as a director of the Company until the annual general meeting set to take place at the end of the three-year term for the class of directors to which Ms. Bruck is so appointed by the Board.

2) Appointment of Directors to Classes

The Board carried out the first division of the Board of Directors into three classes, as set forth in Article 84 of the Company's Amended and Restated Articles of Association. In accordance with such resolution, each of Drs. Paul Waymack and Alain Zeitoun were appointed to the first class of directors, with Dr. Waymack to serve until the 2016 Annual General Meeting, and Dr. Zeitoun to serve until December 16, 2016, the completion of his original term as a director, in accordance with the transition rules for directors previously classified as external directors, as set forth under Regulation 5D of the Israeli Companies Regulations (Relief for Public Companies with Shares Listed for Trading on a Stock Market Outside of Israel), 5760-2000, which were adopted by the Company on July 13, 2016. Messrs. Steven Steinberg, Ido Agmon and Yair Katzir were each appointed to the second class of directors to serve until the 2017 Annual General Meeting, and Messrs. Isaac Israel and Simcha Rock and Ms. Leah Bruck, were appointed to the third class of directors to serve until the 2018 Annual General Meeting.

3) Notice of 2016 Annual General Meeting of Shareholders

The Board set the agenda for the 2016 Annual General Meeting of Shareholder of the Company. The Notice of Annual General Meeting of Shareholders, to be held on Monday, December 5, 2016 at 4:30 PM Israel time, at the offices of the Company, One Azrieli Center, Round Tower, 23rd Floor, Tel Aviv, Israel, is attached to this Form 6-K. We will also publish the Notice of Annual General Meeting of Shareholders on our corporate website at http://kitovpharma.investorroom.com/Shareholder-Meetings.

The full set of Proxy Materials is expected to be furnished to the SEC on Form 6-K on or before November 4, 2016, and will be available to the public on the SEC's website at http://www.sec.gov. The Proxy Materials will also be submitted to the Israeli Securities Authority and TASE, and available on the websites: www.magna.isa.gov.il or www.maya.tase.co.il. The Proxy Materials will also be made available on our website.

This report on Form 6-K of the Registrant consists of the following documents, which are attached hereto and incorporated by reference herein:

Exhibits

99.1 Notice of 2016 Annual General Meeting of the Shareholders of Kitov Pharmaceuticals Holdings Ltd.

This Form 6-K, including all exhibits hereto, is hereby incorporated by reference into the Registration Statement on Form S-8 filed by the registrant under the Securities Act of 1933 on May 20, 2016.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

KITOV PHARMACEUTICALS HOLDINGS LTD.

October 27, 2016 By: /s/Avraham Ben-Tzvi

Avraham Ben-Tzvi General Counsel & Company Secretary

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KITOV PHARMACEUTICALS HOLDINGS LIMITED

Notice of 2016 Annual General Meeting of Shareholders

Notice is hereby given that the 2016 Annual General Meeting of Shareholders (the "Meeting" or the "Annual Meeting") of Kitov Pharmaceuticals Holdings Limited ("Kitov" or the "Company") will be held at Kitov's executive offices at One Azrieli Center, Round Tower, 23rd Floor, Tel Aviv, Israel on Monday, December 5, 2016, at 4:30 p.m. local Israeli time, for the following purposes:

• 1. To review the Company's Financial Statements and Annual Report for the year ended December 31, 2015.
• 1. To review the compensation paid by the Company during 2015 to Somekh Chaikin, Certified Public Accountants (Israel), a member of KPMG International, the independent public accountants of the Company.
• 1. To approve the letters of exemption and indemnity granted by the Company to each of certain directors at the Company: Mr. Steven Steinberg, Mr. Ido Agmon and Ms. Leah Bruck.
• 1. To re-appoint each of Drs. Paul Waymack and Alain Zeitoun to the Board of Directors, as members of the first class of directors, each to serve for a three-year term until the 2019 Annual General Meeting, and until their successors have been duly elected.
• 1. To approve proposals for certain amendments to the Company's Amended and Restated Articles of Association and to the Company's Memorandum of Association, as follows:
  2. a. to approve the increase of the Company's registered Ordinary Share capital to 5,000,000,000 Ordinary Shares of no par value each;
  3. b. to approve the addition to the Company's registered share capital of 1,000,000,000 Preferred Shares of no par value each;
  4. c. to approve that the organizational supervisor for our internal auditor will be the General Manager of the Company, and the annual or periodic work plan shall be presented to our Audit Committee of the Board of Directors for its review and approval; and
  5. d. to approve certain miscellaneous amendments to the articles, which clarify that the Board may issue shares of the Company which shall be dormant upon issue, and that the provisions concerning officeholder insurance coverage, exculpation and indemnification are prospective in nature and will incorporate any future revisions to applicable law governing such matters.
• 1. To transact such other business as may properly come before the Meeting

Only shareholders of record at the close of business in New York on Wednesday, November 2, 2016 will be entitled to vote at the Annual Meeting. Two shareholders who are present at the Annual Meeting, in person or by proxy or represented by their authorized persons, and who hold in the aggregate twenty-five percent or more of the paid-up share capital of the Company, shall constitute a legal quorum. Should no legal quorum be present one half hour after the scheduled time, the Meeting shall be adjourned to one week from that day, at the same time and place.

As permitted under the Israeli Companies Law 5759-1999 and Regulations enacted pursuant to such law, and as set forth in our Amended and Restated Articles of Association, we are not required to physically deliver a notice of a shareholders meeting and a proxy statement. We have prepared this Notice of Annual General Meeting of Shareholders, and will prepare the Proxy Statement, Voting Slip and Voting Instruction Forms, (collectively, the "Proxy Materials") in accordance with applicable rules, regulations and disclosure requirements in the State of Israel, as such are applicable to a Company whose securities are traded on both the Tel Aviv Stock Exchange and the NASDAQ. Our Proxy Materials may not necessarily be mailed to beneficial shareholders in Israel, nor to beneficial ADS holders in the United States.

The full set of Proxy Materials are expected to be furnished to the Securities and Exchange Commission ("SEC") on Form 6-K on or before November 4, 2016, and will be available to the public on the SEC's website at http://www.sec.gov. The Proxy Materials will also be submitted to the Israeli Securities Authority and TASE, and available on the websites: www.magna.isa.gov.il or www.maya.tase.co.il. This Notice of Annual General Meeting of Shareholders and the Proxy Materials will also be made available on our corporate website at http://kitovpharma.investorroom.com/Shareholder-Meetings, as required under the Companies Law and Regulations governing publication of this Notice of Annual General Meeting of Shareholders and distribution of the Proxy Materials.

Under Israeli law, one or more shareholders holding 1% or more of the voting rights of the Company may request to include a proposal on the agenda of a shareholders meeting (including proposing the nomination of a candidate to the Company's Board of Directors (the "Board of Directors") for consideration by the Board of Directors) by submitting such proposal within seven days of publication of the Company's notice with respect to its general meeting of shareholders (a "Meeting Agenda Addition"). Accordingly, any shareholder, or group of shareholders, holding 1% or more of the voting rights of the Company may request to include a Meeting Agenda Addition proposal on the agenda of this Meeting by submitting such proposal in writing to the Company no later than Thursday, November 3, 2016, 11:30 p.m. Israel time, at the Company Offices, Attn: Avraham Ben-Tzvi, Adv., General Counsel and Company Secretary. If a Meeting Agenda Addition is to nominate a candidate for election to the Board of Directors, the proposing shareholder(s) must provide (a) a declaration signed by the nominee and any other information required under the Companies Law, (b) all of the information set forth under Regulation 26(a) of the Securities Regulations (Periodic and Immediate Reports), 5730-1970 (the "Israeli Reporting Regulations"), (c) additional information in respect of the nominee as would be required in response to the applicable disclosure requirements in Israel or abroad, including those of Item 6A (directors and senior management), Item 6E (share ownership) and Item 7B (related party transactions) of Form 20-F of the SEC, to the extent applicable, (d) a representation made by the nominee of whether the nominee meets the objective criteria for an independent director and/or statutory unaffiliated director of a company such as the Company under the Companies Law and/or under any applicable law, regulation or stock exchange rules, in Israel or abroad, and if not, then an explanation of why not, and (e) details of all relationships and understandings between the proposing shareholder(s) and the nominee.

Under Israeli law, shareholders wishing to express their position on an agenda item for this Meeting may do so by submitting a written Position Statement ("Position Statement") to the Company Offices, Attn: Avraham Ben-Tzvi, Adv., General Counsel and Company Secretary. Any Position Statement received will be furnished to the SEC on Form 6-K, and will be made available to the public on the SEC's website at http://www.sec.gov, and in addition at http://www.magna.isa.gov.il or http://maya.tase.co.il. Position Statements should be submitted to the Company no later than Friday, November 25, 2016 at 4:30 p.m. Israel time. Any Position Statements so submitted must comply with the requirements set forth under the Companies Law and any applicable regulations, including the Companies Regulations (Voting in Writing and Position Statements), 5766-2005.

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Beneficial ADS holders in the United States should return their form of Voting Instruction Form for holders of the Company's ADSs by no later than the date and time which will be set forth on such Voting Instruction Form. Proxies 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. However, the Meeting chairman is entitled to waive this requirement with respect to all participants at the Meeting, and to accept all the proxies at the commencement of the Meeting, subject to the presentation of proof of share ownership.

All Voting Slips (together with proofs of share ownership, and all documents required to be submitted therewith) must be delivered to the Company Offices set forth above, such that the Voting Slip arrives no later 4 hours prior to the designated time of the Meeting, namely by no later than on Monday, December 5, 2016, at 12:30 p.m. Israel Time. Voting via Electronic Voting Slips, which will be delivered to the Company via the Electronic Voting System being operated pursuant to Section B of Chapter G'2 of the Securities Law, 5728-1968, will be allowed until six (6) hours prior to the Meeting commencement, namely by no later than Monday, December 5, 2016, 10:30 a.m. Israel Time.

By Order of the Board of Directors,

/s/ Avraham Ben-Tzvi

Avraham Ben-Tzvi, Adv. General Counsel and Company Secretary

October 27, 2016