On June 23, 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 that it has entered into definitive agreements with several healthcare-focused institutional investors for the purchase and sale of 38,888,892 of the Company’s ordinary shares represented by American Depositary Shares (ADSs) and warrants to purchase up to an aggregate of 19,444,446 ADSs, at a combined purchase price of $0.90 per ADS and associated warrant, in a registered direct offering, for aggregate gross proceeds of approximately $35.0 million (Press release, Kitov Pharmaceuticals , JUN 23, 2020, View Source [SID1234561397]). Each ADS represents one ordinary share, no par value, of Kitov. The offering is expected to close on or about June 25, 2020, subject to satisfaction of customary closing conditions.

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

The warrants will have an exercise price of $0.90 per ADS and will be exercisable at any time upon issuance and will expire five years from the date of issuance.

Kitov intends to use the net proceeds of this offering to fund the development of its oncology drug candidates, acquisition of new assets and for general working capital purposes.

The securities described above are being offered by Kitov pursuant to a "shelf" registration statement on Form F-3 (File No. 333- 235327) previously filed with the U.S. Securities and Exchange Commission (the "SEC") on December 2, 2019 and declared effective by the SEC on December 13, 2019. The offering of such securities will be made only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement. A final prospectus supplement and accompanying prospectus relating to the securities being offered will be filed with the SEC. Electronic copies of the final prospectus supplement and accompanying prospectus may be obtained, when available, on the SEC’s website at View Source or by contacting H.C. Wainwright & Co., LLC at 430 Park Avenue, 3rd Floor, New York, NY 10022, by phone at (646) 975-6996 or e-mail at [email protected].

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 jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.