On April 20, 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, reported a transaction resulting in expected gross cash proceeds to Kitov of approximately $6.5 million, prior to deducting placement agent fees and estimated offering expenses, through the exercise of existing warrants by multiple holders to purchase 20.0 million of the Company’s American Depositary Shares ("ADSs") at an exercise price of $0.325 per share (Press release, Kitov Pharmaceuticals , APR 20, 2020, View Source [SID1234556430]). The ADSs issued upon exercise of the warrants are registered pursuant to Kitov’s registration statement on Form F-1 (File No. 333-235729), as amended, relating to such ADSs, which registration statement was declared effective by the Securities and Exchange Commission (SEC) on March 11, 2020 (the "Registration Statement").

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In consideration for the immediate exercise of the warrants, and in a private placement pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, the exercising holders will receive unregistered warrants to purchase additional ADSs. The warrants will be exercisable into, in the aggregate, up to 22 million ADSs at an exercise price of $0.325, and will be immediately exercisable with a term of exercise equal to five and one-half years.

Kitov intends to use the net proceeds from this offering to fund the development of its oncology therapeutic candidates, and for general working capital purposes.

H.C. Wainwright & Co. is acting as the exclusive placement agent for the offering.

The new warrants described above were offered in a private placement pursuant to an applicable exemption from the registration requirements of the Securities Act of 1933, as amended (the "Act"), and, along with the ordinary shares issuable upon their exercise, have not been registered under the Act, and may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from such registration requirements. The securities were offered only to accredited investors. The Company has agreed to use commercially reasonable best efforts to file one or more registration statements with the SEC covering the resale of the ordinary shares of issuable upon exercise of the warrants.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.