Replies to post #5562 on Kitov Pharmaceuticals Hldgs L Sponsored ADR (KTOV)

[EM]

Thanks ....

yes, per the "2013 Share Transfer Agreement" it was a sale not a merger ....

"In October 2012, the District Court in Lod approved the creditors arrangement in accordance with Section 350 of the Companies Law in order to effectuate the sale by Kitov Holdings (then known as Mainrom Line Logistics Ltd.) of all its activities, assets, rights, obligations and liabilities to a private company held by its then controlling shareholders, and all rights of Kitov Holdings’ creditors against it were extinguished. The sale was made pursuant to an arrangement between Kitov Holdings and its creditors. Following such sale and a related cash distribution to Kitov Holdings’ shareholders, Kitov Holdings remained without any assets, debt and/or liabilities. As described in the District Court approval, in connection with the sale, on October 31, 2012, the former controlling shareholders sold control of Kitov Holdings (then a shell company) to Mr. Sheer Roichman. From the completion of these transactions until the completion of the acquisition of Kitov Pharmaceuticals described below, Kitov Holdings did not conduct any business activities and was a public shell company listed on the TASE with no assets, debt and/or liabilities.
We operate through our wholly owned Israeli subsidiary, Kitov Pharmaceuticals Ltd., in the research and development of combinations of existing drugs in advanced stages of development. Kitov Pharmaceuticals Ltd. was founded in June 2010, and pursuant to an Asset Purchase Agreement, dated October 13, 2010, between Kitov Pharmaceuticals and JPW PCH LLC, or JPW, JPW sold to Kitov Pharmaceuticals JPW’s rights and interests in and to U.S. and international patent applications relating to KIT-301 and KIT-302. Kitov Pharmaceuticals assumed all liabilities arising from ownership, use or exercise, of rights under, the patent applications".

Actually, I see the merge as a positive. It didn't make sense to have two different entities (as a Group), this should mean more efficiency (maybe less costs and some tax benefits). I don't want to speculate more though.

Agree with your other post. Lot of catalyst ahead. Kitov Pharmaceuticals is now trading under (or at) cash level with a phase 3 passed drug (KIT-302). Basically, it is trading as KIT-302 didn't exist. As i posted earlier, instead, KIT-302 is still legit.

Looking at the pps on Nasdaq looks like US didn't like anymore this company but i think in Israel is a different story (i watched TASE level 2 and TASE volume for a while).

I'm expecting 20-F filing on Monday. GL