SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 5th, 2018 • Kitov Pharma Ltd. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of June 1, 2018, between Kitov Pharma Ltd., an Israeli corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
KITOV PHARMACEUTICALS HOLDINGS LTD AND THE BANK OF NEW YORK MELLONDeposit Agreement • September 24th, 2015 • Kitov Pharmaceuticals Holdings Ltd. • Pharmaceutical preparations • New York
DEPOSIT AGREEMENT dated as of __________, 2015 among KITOV PHARMACEUTICALS HOLDINGS LTD., a company incorporated under the laws of the State of Israel (herein called the Company), THE BANK OF NEW YORK MELLON, a New York banking corporation (herein called the Depositary), and all Owners and Holders (each as hereinafter defined) from time to time of American Depositary Shares issued hereunder.
Form of Securities Purchase AgreementSecurities Purchase Agreement • June 29th, 2016 • Kitov Pharmaceuticals Holdings Ltd. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of June 29, 2016, between Kitov Pharmaceuticals Holdings Ltd., an Israeli corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
PLACEMENT AGENT WARRANT TO PURCHASE ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES PURPLE BIOTECH LTD.Purple Biotech Ltd. • October 19th, 2023 • Pharmaceutical preparations • New York
THIS PLACEMENT AGENT WARRANT TO PURCHASE ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on October 17, 2028 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Purple Biotech Ltd., a company organized under the laws of the State of Israel (the “Company”), up to [●] Ordinary Shares, no par value per share of the Company (the “Warrant Shares”), represented by [●] American Depositary Shares (each, an “ADS” and, collectively, the “ADSs” and the ADSs issuable upon exercise of this Warrant, the “Warrant ADSs”), as subject to adjustment hereunder. The purchase price of one Warrant ADS shall be equal to the Exercise Price,
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 8th, 2020 • Kitov Pharma Ltd. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of May 6, 2020, between Kitov Pharma Ltd., a company organized under the laws of Israel (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 19th, 2023 • Purple Biotech Ltd. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of October 17, 2023 by and between Purple Biotech Ltd., a company organized under the laws of the State of Israel (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
STRICTLY CONFIDENTIAL Kitov Pharma Ltd. One Azrieli Center (Round Tower)Letter Agreement • June 25th, 2020 • Kitov Pharma Ltd. • Pharmaceutical preparations • New York
OPEN MARKET SALE AGREEMENTSMOpen Market Sale • June 9th, 2021 • Purple Biotech Ltd. • Pharmaceutical preparations • New York
WARRANT TO PURCHASE ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES Kitov Pharmaceuticals Holdings Ltd.Kitov Pharmaceuticals Holdings Ltd. • July 14th, 2017 • Pharmaceutical preparations
THIS WARRANT TO PURCHASE ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after [_______, 2018 [six months following the date hereof] (the “Initial Exercise Date”) and on or prior to the close of business on the fifth (5th) year anniversary of the Initial Exercise Date, or if the final day of such period falls on a date that is not a Trading Day, the next succeeding Trading Day (the “Termination Date”) but not thereafter, to subscribe for and purchase from Kitov Pharmaceuticals Holdings Ltd., a company organized under the laws of the State of Israel (the “Company”), up to ______ Ordinary Shares (the “Warrant Shares”) represented by American Depositary Shares (“ADSs”), as subject to adjustment hereunder, and the ADSs issuable upon exercise of this Warrant
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 25th, 2020 • Kitov Pharma Ltd. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of June 23, 2020, between Kitov Pharma Ltd., a company organized under the laws of Israel (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
KITOV PHARMACEUTICALS HOLDINGS LTD. UNDERWRITING AGREEMENTUnderwriting Agreement • November 18th, 2015 • Kitov Pharmaceuticals Holdings Ltd. • Pharmaceutical preparations • New York
The undersigned, Kitov Pharmaceuticals Holdings Ltd., a company incorporated under the laws of Israel (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as defined below) as being subsidiaries or affiliates of Kitov Pharmaceuticals Holdings Ltd., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which H.C. Wainwright & Co., LLC is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein. The Underlying Ordinary Shares (as defined below
PLACEMENT AGENT WARRANT TO PURCHASE ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES KITOV PHARMA LTD.Kitov Pharma Ltd. • May 8th, 2020 • Pharmaceutical preparations • New York
THIS PLACEMENT AGENT WARRANT TO PURCHASE ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES (this “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after May 8, 2020 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on May 6, 2025 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Kitov Pharma Ltd., a company organized under the laws of the State of Israel (the “Company”), up to [Ÿ] Ordinary Shares, no par value per share of the Company (the “Warrant Shares”) represented by [Ÿ] American Depositary Shares (each, an “ADS” and, collectively, the “ADSs” and the ADSs issuable upon exercise of this Warrant, the “Warrant ADSs”), as subject to adjustment hereunder. The purchase price of one Warrant ADS shall be equal to the Exercise Price, as defined in Sectio
STRICTLY CONFIDENTIAL Kitov Pharmaceuticals Holdings Ltd.Letter Agreement • June 27th, 2016 • Kitov Pharmaceuticals Holdings Ltd. • Pharmaceutical preparations • New York
STRICTLY CONFIDENTIAL Kitov Pharmaceuticals Holdings Ltd.Letter Agreement • July 14th, 2017 • Kitov Pharmaceuticals Holdings Ltd. • Pharmaceutical preparations • New York
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 18th, 2019 • Kitov Pharma Ltd. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of January 16, 2019, between Kitov Pharma Ltd., an Israeli corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
PLACEMENT AGENT WARRANT TO PURCHASE ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES PURPLE BIOTECH LTD.Purple Biotech Ltd. • July 2nd, 2024 • Pharmaceutical preparations • New York
THIS PLACEMENT AGENT WARRANT TO PURCHASE ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on July 2, 2029 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Purple Biotech Ltd., a company organized under the laws of the State of Israel (the “Company”), up to [_______] Ordinary Shares, no par value per share of the Company (the “Warrant Shares”), represented by [_______] American Depositary Shares (each, an “ADS” and, collectively, the “ADSs” and the ADSs issuable upon exercise of this Warrant, the “Warrant ADSs”), as subject to adjustment hereunder. The purchase price of one Warrant ADS shall be equal to the Exercise
THE SYMBOL “[****]” DENOTES PLACES WHERE CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (i) NOT MATERIAL, AND (ii) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED PRODUCT MANUFACTURING...Product Manufacturing Agreement • April 3rd, 2019 • Kitov Pharma Ltd. • Pharmaceutical preparations
This Product Manufacturing Agreement (“Agreement”) is made as of the Effective Date by and between DEXCEL LTD., with its registered address at [****], Israel (“Dexcel”) and KITOV Pharma Ltd., with its registered office at 132 Menachem Begin Road, Azrieli Center, Tel Aviv, 6701101, Israel (“Kitov”). Dexcel and Kitov are hereinafter jointly the “Parties” and individually a “Party.”
WARRANT TO PURCHASE ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES Kitov Pharma Ltd.Kitov Pharma Ltd. • March 10th, 2020 • Pharmaceutical preparations
THIS WARRANT TO PURCHASE ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after [_______, 2019 [SAME DATE AS THE ISSUE DATE] (the “Initial Exercise Date”) and on or prior to the close of business on the four (4) year anniversary of the Initial Exercise Date, or if the final day of such period falls on a date that is not a Trading Day, the next succeeding Trading Day (the “Termination Date”) but not thereafter, to subscribe for and purchase from Kitov Pharma Ltd., a company organized under the laws of the State of Israel (the “Company”), up to ______ Ordinary Shares (the “Warrant Shares”) represented by American Depositary Shares (“ADSs”), as subject to adjustment hereunder, and the ADSs issuable upon exercise of this Warrant the “Warrant ADSs”); provided
AGREEMENTAgreement • April 3rd, 2019 • Kitov Pharma Ltd. • Pharmaceutical preparations • New York
THIS AGREEMENT (collectively with all exhibits hereto, the “Agreement”) is made and entered into as of December 27, 2018 (the “Effective Date”), by and between Kitov Pharma Ltd., a company existing under the laws of the State of Israel with a principal place of business at One Azrieli Center, Round Tower, Floor 19, Tel Aviv, Israel (“Kitov”), and Coeptis Pharmaceuticals, Inc., a Pennsylvania corporation with a principal place of business at 105 Bradford Road, Suite 420, Wexford, PA 15090 (“Coeptis”).
CONVERTIBLE BRIDGE LOAN AGREEMENTConvertible Bridge Loan Agreement • March 5th, 2018 • Kitov Pharma Ltd. • Pharmaceutical preparations
This Convertible Bridge Loan Agreement (the “Agreement”) is made and entered into as of September 15, 2017 (the “Effective Date”), by and between Tyrnovo Ltd., an Israeli Private Company, Number 51-496405-5 (the “Company”) and Kitov Pharmaceuticals Holdings Ltd., an Israeli public traded company, Number 52-003123-8 (the “Lender”). each of the Lender and the Company shall be referred as a “Party”, and collectively the “Parties”.
REVOLVING SECURED FACILITY AND PLEDGE AGREEMENTRevolving Secured Facility and Pledge Agreement • March 5th, 2018 • Kitov Pharma Ltd. • Pharmaceutical preparations
This Revolving Secured Facility and Pledge Agreement (this “Agreement”) is made and entered into on March 1, 2017 (the “Effective Date”), by and between TyrNovo Ltd., an Israeli company of Tel Aviv, Israel (the “Borrower”), and the entities listed in Appendix A (each a “Lender” and together the “Lenders”).
SHAREHOLDER UNDERTAKING AND AGREEMENTShareholder Undertaking and Agreement • March 10th, 2020 • Kitov Pharma Ltd. • Pharmaceutical preparations
This SHAREHOLDER UNDERTAKING AND AGREEMENT (this “Undertaking”), dated as of [________], is entered into by and among Kitov Pharma Ltd., an Israeli public company (“Company”) and [_________] (the “Shareholder”).
SECOND AMENDMENT TO LICENSE AGREEMENTLicense Agreement • May 1st, 2017 • Kitov Pharmaceuticals Holdings Ltd. • Pharmaceutical preparations
This Second Amendment to License Agreement (“Second Amendment”) is effective as of 16 March 2017 (the “Effective Date”), by and between, YISSUM RESEARCH DEVELOPMENT COMPANY OF THE HEBREW UNIVERSITY OF JERUSALEM LTD., of Hi Tech Park, Edmond J Safra Campus, Givat Ram, Jerusalem 91390 Israel, (“Yissum”) of the one part; and
June 28, 2016 Kitov Pharmaceuticals Holdings Ltd.Kitov Pharmaceuticals Holdings Ltd. • June 28th, 2016 • Pharmaceutical preparations
SHAREHOLDER UNDERTAKING AND AGREEMENTShareholder Undertaking and Agreement • May 1st, 2017 • Kitov Pharmaceuticals Holdings Ltd. • Pharmaceutical preparations
This SHAREHOLDER UNDERTAKING AND AGREEMENT (this “Undertaking”), dated as of January 13, 2017, is entered into by and among and Kitov Pharmaceuticals Holdings Ltd., an Israeli public company (“Company”) and Goldman Hirsh Partners Ltd. (the “Shareholder”).
WARRANT AGENT AGREEMENTWarrant Agent Agreement • November 18th, 2015 • Kitov Pharmaceuticals Holdings Ltd. • Pharmaceutical preparations • New York
WARRANT AGENT AGREEMENT (this “Warrant Agreement”) dated as of November ___, 2015 (the “Issuance Date”) between Kitov Pharmaceuticals Holdings Ltd., a company incorporated under the laws of the State of Israel (the “Company”), and The Bank of New York Mellon (the “Warrant Agent”).
THE SYMBOL “[****]” DENOTES PLACES WHERE CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (i) NOT MATERIAL, AND (ii) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED FIRST AMENDMENT TO...License Agreement • March 31st, 2020 • Kitov Pharma Ltd. • Pharmaceutical preparations
THIS FIRST AMENDMENT TO AMENDED AND RESTATED LICENSE AGREEMENT (this “Amendment”) is entered into effective as of the __ day of ____ 2013, by and between Tel Hashomer – Medical Research, Infrastructure and Services Ltd. (“THM”), Ramot at Tel Aviv University Ltd. (“Ramot”) and cCAM Biotherapeutics Ltd. (the “Company”).
Enforcement Arrangement Signed on _______________Kitov Pharma Ltd. • August 13th, 2019 • Pharmaceutical preparations
Whereas the ISA believed that there is reasonable basis to assume that the Respondents committed offences according to the Securities Law -1968 (hereinafter - “the Securities Law”), regarding including misleading information in the reports, and therefore commenced a criminal investigation.
PRE-FUNDED SERIES B WARRANT TO PURCHASE ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES KITOV PHARMACEUTICALS HOLDINGS LTD.Kitov Pharmaceuticals Holdings Ltd. • June 27th, 2016 • Pharmaceutical preparations
THIS WARRANT TO PURCHASE ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _____________, 2016 (the “Issuance Date”) and on or prior to the close of business on ___________, 20261 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Kitov Pharmaceuticals Holdings Ltd., an Israeli company (the “Company”), up to ______ (as subject to adjustment hereunder, the “Warrant Shares”) Ordinary Shares, no par value (the “Ordinary Share(s)”) represented by ________2 American Depositary Shares (“ADSs”), as subject to adjustment hereunder (the “Warrant ADSs”). The purchase price of one Warrant ADS shall be equal to the Exercise Price, as defined in Section 2(b).
Loan AgreementLoan Agreement • August 21st, 2015 • Kitov Pharmaceuticals Holdings Ltd. • Pharmaceutical preparations
This Loan Agreement (the “Agreement”) is made as of the 12 day of August 2015 (the "Effective Date") by and among Kitov Pharmaceuticals Holdings Ltd., of 1 Azrieli Center 132 Menahem Begin Road Tel Aviv (the “Company”) and certain Lenders, as shall be specified in Exhibit A (the "Lenders") (each of the Company and the Lenders, a “Party”, and together, the "Parties").
THE SYMBOL “[****]” DENOTES PLACES WHERE CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (i) NOT MATERIAL, AND (ii) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED Master Development...Quality Agreement • March 31st, 2020 • Kitov Pharma Ltd. • Pharmaceutical preparations
THE SYMBOL “[****]” DENOTES PLACES WHERE PORTIONS OF THIS DOCUMENT HAVE BEEN OMIITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. SUCH MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION FIRST AMENDMENT TO LICENSE...Material Transfer Agreement • May 1st, 2017 • Kitov Pharmaceuticals Holdings Ltd. • Pharmaceutical preparations • Texas
This First Amendment to License Agreement (“First Amendment”) is effective as of 8 April, 2014 (the “Effective Date”), by and between, YISSUM RESEARCH DEVELOPMENT COMPANY OF THE HEBREW UNIVERSITY OF JERUSALEM LTD., of Hi Tech Park, Edmond J Safra Campus, Givat Ram, Jerusalem 91390 Israel, (“Yissum”) of the one part; and
THE SYMBOL “[****]” DENOTES PLACES WHERE CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (i) NOT MATERIAL, AND (ii) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED AMENDED AND RESTATED...License Agreement • March 31st, 2020 • Kitov Pharma Ltd. • Pharmaceutical preparations
This Amended and Restated License Agreement (“Agreement”) is made and entered into on the __ day of March, 2012, effective as of the 25th day of May, 2010 (“Effective Date”), by and between: Tel Hashomer - Medical Research, Infrastructure and Services LTD, a private company duly incorporated under the laws of the State of Israel having its registered office at Tel Hashomer, Israel, 52621, (“THM”),and Ramot at Tel Aviv University Ltd. a wholly owned subsidiary of Tel-Aviv University duly incorporated under the laws of the State of Israel having its registered office at Tel-Aviv University, Ramat Aviv, Tel Aviv 61392, Israel (“Ramot”). THM and Ramot shall be referred to in this Agreement together as “Licensors”;
AMENDMENT TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • April 8th, 2019 • Kitov Pharma Ltd. • Pharmaceutical preparations
This Amendment Number 1 (the “Amendment”) to that certain Stock Purchase Agreement (the “Agreement”) previously entered into as of March 14, 2019, by and among Kitov Pharma Ltd., an Israeli publicly traded corporation (“Buyer”), certain stockholders of FameWave Ltd., an Israeli private corporation (the “Company”), who are identified on Exhibit A attached thereto (collectively “Sellers” and individually a “Seller”), and M. Arkin (1999) Ltd. of 6 Ha’Choshlim St. Herzelia, Israel (the “Stockholder Representative”), is hereby made and entered into as of April 7, 2019. Buyer, each of the Sellers and the Stockholder Representative are sometimes referred to individually herein as a “Party” and collectively as the “Parties.”
AMENDMENT TO BINDING Term Sheet Dated February 9, 2017 [unofficial translation from hebrew to english]Kitov Pharmaceuticals Holdings Ltd. • May 1st, 2017 • Pharmaceutical preparations
The agreements attached to this email are agreed upon by the Parties thereto as the final drafts thereof. Annex A to the document entitled “Binding Term Sheet” is amended as follows:
