June 28, 2016 Kitov Pharmaceuticals Holdings Ltd.

Exhibit 1.5

June 28, ▇▇▇▇

▇▇▇▇▇ Pharmaceuticals Holdings Ltd.

▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ (▇▇▇▇▇ ▇▇▇▇▇▇▇▇), ▇▇^▇▇ Floor

▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇.

▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇

Attn: Isaac Israel, Chief Executive Officer

Re: Engagement of Co-Managers/Indemnity

Dear Mr. Israel:

This letter agreement relates to the engagement by Kitov Pharmaceuticals Holdings Ltd. (collectively, with its subsidiaries and affiliates, the “Company”) of ▇.▇. ▇▇▇▇▇▇▇▇▇▇ & Co., LLC (“▇▇▇▇▇▇▇▇▇▇”) as its exclusive placement agent in an offering (the “Offering”) of its securities as set forth in the prospectus contained in the Registration Statement on Form F-1 (File No. 333-211477) as amended. By executing this letter agreement, the Company hereby acknowledges and agrees that ▇▇▇▇▇▇▇▇▇▇ may engage, at its discretion, certain co-managers and/or selected dealers (“Co-Managers”) to participate in the Offering. In that regard, the Company acknowledges and agrees to ▇▇▇▇▇▇▇▇▇▇’▇ engagement of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & Co., LLC (“Gunnar”) as a Co-Manager and further acknowledges and agrees that the indemnification provision as set forth in Section F in the engagement letter dated as of May 20, 2016, as amended shall be extended to include Gunnar.

In acknowledgement that the foregoing correctly sets forth the understanding reached by ▇▇▇▇▇▇▇▇▇▇, the Company and Gunnar, please sign in the space provided below, whereupon this letter shall constitute a binding agreement as the date indicated above.

Very truly yours, 

▇.▇. ▇▇▇▇▇▇▇▇▇▇ & CO., LLC

By __________________________

Name:

Title:

Accepted and agreed as of

the date first written above:

KITOV PHARMACEUTICALS HOLDINGS LTD.

By __________________________

Name: Isaac Israel

Title: Chief Executive Officer

Accepted and agreed as of

the date first written above:

▇▇▇▇▇▇ ▇▇▇▇▇▇ & CO., LLC

By __________________________

Name:

Title: