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Purple Biotech Ltd. — Proxy Solicitation & Information Statement 2016
May 27, 2016
7004_rns_2016-05-27_d8972628-660f-4d7d-b8d1-d97bd838d122.pdf
Proxy Solicitation & Information Statement
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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 May 2016
Commission File Number: 001-37643
KITOV PHARMACEUTICALS HOLDINGS LTD.
(Translation of registrant's name into English)
One Azrieli Center, Round Tower, 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): ____
Further to the Notice of Special General Meeting of Shareholders to be held on Monday, June 27, 2016 at 4:30 PM Israel time, at the offices of Kitov Pharmaceuticals Holdings Ltd. (hereinafter, the "Registrant" or the "Company") at One Azrieli Center, Round Tower, 23rd Floor, Tel Aviv, Israel (the "Meeting"), which was previously published by the Company on its website on May 20, 2016, the Company hereby announces that it is publishing the Voting Instruction Form for holders of the Company's American Depositary Shares ("ADSs") which will be distributed by BNY Mellon, the Depositary of the Registrant's ADS program.
We currently rely on a foreign private issuer exemption with respect to the proxy solicitation requirement for meetings of our shareholders. As permitted under the Israeli Companies Law 5759-1999 (the "Companies Law") 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 prepare notices of general meetings of our shareholders, as well as the accompanying proxy statements 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 shares are traded on both the TASE and the NASDAQ. Our Proxy Materials may not necessarily be mailed to beneficial shareholders in Israel, nor to beneficial ADS holders in the U.S.
The Proxy Statement with respect to the Meeting was furnished to the SEC on Form 6-K submitted by the Registrant on May 24, 2016, and is available to the public on the SEC's website at http://www.sec.gov. The Proxy Statement was also filed with the Israeli Securities Authority and TASE and is available on the websites: www.magna.isa.gov.il and www.maya.tase.co.il.
All of the Proxy Materials in connection with the Meeting are also available on our corporate website at http://kitovpharma.investorroom.com/Shareholder-Meetings.
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 Voting Instruction Form
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.
Date: May 26, 2016 By: /s/ Avraham Ben-Tzvi
Avraham Ben-Tzvi General Counsel & Company Secretary
| Special General Meeting of | Special General Meeting of | |||||
|---|---|---|---|---|---|---|
| Kitov Pharmaceuticals Holdings Ltd. | Kitov Pharmaceuticals Holdings Ltd. | |||||
| Date: | June 27, 2016 | to be held June 27, 2016 | ||||
| See Voting Instruction On Reverse Side. Please make your marks like this: Use pen only |
For Holders as of May 25, 2016 | |||||
| 1. To approve the Kitov Pharmaceuticals Holdings Ltd. 2016 Equity-Based Incentive | For Against Abstain | |||||
| Plan to qualify for incentive stock options for US tax purposes. | ||||||
| 2. To approve an amendment to the terms of office and compensation of Mr. Isaac Israel, a member of the Board of Directors and Chief Executive Officer of the Company, including the grant of equity-based incentive compensation. |
← | · Mark, sign and date your Voting Instruction Form. · Detach your Voting Instruction Form. · Return your Voting Instruction Form in the |
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| 3. To approve the grant of equity-based incentive compensation to Mr. Simcha Rock, a member of the Board of Directors and Chief Financial Officer of the Company . |
envelope provided. | postage-paid envelope provided. | ||||
| 4. To approve an amendment to the terms of office and compensation of Dr. John Paul Waymack, the Chairman of the Board of Directors and Chief Medical Officer of the Company, including the grant of equity-based incentive compensation. |
the | All votes must be received by 12:00 p.m. EST on June 20, 2016. | ||||
| 4a Do you have a Personal Interest in the Matter of the Proposal 4? | ||||||
| If you do not make a selection then your vote for Proposal 4 will not be counted. | ||||||
| If marked "YES", please provide details as indicated below: | PROXY TABULATOR FOR | |||||
| Following are details of my personal interest, as such term is defined in section 1 of the Companies Law, in the matter of Proposal 4. |
perforation and return just this portion in | KITOV PHARMACEUTICALS HOLDINGS LTD. P.O. BOX 8016 |
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| GARY, NC 27512-9903 | ||||||
| the | ||||||
| ਦੀ | ||||||
| Please separate carefully | ||||||
| EVENT # € |
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| CLIENT # | ||||||
| Authorized Signatures - This section must be completed for your instructions to be executed. |
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| Please Sign Here | Please Date Above | |||||
| Please Sign Here | Please Date Abore | Copyright @ 2016 Mediant Communications Inc. All Rights Reserved | ||||
KITOV PHARMACEUTICALS HOLDINGS LTD.
Instructions to The Bank of New York Mellon, as Depositary (Must be received prior to 12:00 p.m. EST on June 20, 2016)
The undersigned registered owner of American Depositary Shares hereby requests and instructs The Bank of New York Mellon, as Depositary, to endeavor, insofar as practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by such Shares of Kitov Pharmaceuticals Holdings Ltd. registered in the name of the undersigned on the books of the Depositary as of the close of business on May 25, 2016 at the Special General Meeting of the Shareholders of Kitov Pharmaceuticals Holdings Ltd. to be held on June 27, 2016 or any postponement or adjournment thereof in respect of the resolutions specified on the reverse.
NOTES:
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- Please direct the Depositary how it is to vote by placing an "X" in the appropriate box opposite each agenda item. It is understood that, if this form is signed and returned but no instructions are indicated in the boxes, then a discretionary proxy will be given to a person designated by the Company.
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- It is understood that, if this form is not signed and returned, the Depositary will deem such holder to have instructed the Depositary to give a discretionary proxy to a person designated by the Company.
(Continued and to be marked, dated and signed, on the other side)