Exhibit 99.1

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PROXY STATEMENT

EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

This Proxy Statement is being furnished to the holders of ordinary shares, no par value, and to holders of American Depository Shares (“ADSs”), each representing one ordinary share issued by the Bank of New York Mellon (“BNY Mellon”), in connection with the solicitation of proxies on behalf of the Board of Directors of Kitov Pharma Ltd. (“Kitov”, or the “Company”) to be voted at an Extraordinary General Meeting of Shareholders (the “Meeting”) and at any adjournment thereof, pursuant to the accompanying Notice of Extraordinary General Meeting of Shareholders. The Meeting will be held on Thursday, August 6, 2020, at 4:30 p.m. Israel time at our executive offices at One Azrieli Center, Round Tower, 19^th Floor, Tel Aviv, Israel (the “Company Offices”).

Purpose of the Meeting

At the Meeting, shareholders will be asked to consider and vote upon the following:

We are currently not aware of any other matters that may be raised at the Meeting. If any other matters are properly raised at the Meeting or any adjournment or postponement thereof, the proxy or voting instruments confer discretionary authority with respect to acting thereon, and the persons named in the proxy or other voting instrument will vote on such matters in accordance with their best judgment.

Board Recommendation

The Board of Directors recommends that you vote “FOR” each of the proposals on the agenda. 

Record Date; Shareholders and ADS Holders Entitled to Vote

Only shareholders and holders of our ADSs of record at the close of business in New York on Monday, July 6, 2020 (the “Record Date”) are entitled to receive notice of, and vote at, the Meeting and any adjournments or postponements thereof. At such time, each issued and outstanding ordinary share, no par value each, shall entitle its holder to one vote on each matter properly submitted at the Meeting. Each ADS representing one such ordinary share shall entitle the holder of the ADS to one vote on each matter properly submitted at the Meeting. As of June 25, 2020, we had 157,252,962 ordinary shares outstanding eligible to vote at the Meeting (excluding one dormant ordinary share held in treasury).

How to Vote

A shareholder whose shares are registered with a TASE member and are not registered on the Company’s shareholder’s register is entitled to receive from the TASE member who holds the shares on the shareholder’s behalf, by e-mail (for no charge) a link to the text of the voting slip and any position statements posted on the website of the Israel Securities Authority (the “ISA”), unless the shareholder notified that he or she is not so interested, provided that such notice was provided with respect to a particular securities account prior to the Record Date. All voting slips (together with proofs of ordinary share ownership and all documents required to be submitted therewith) must be delivered to the Company Offices set forth above no later than four (4) hours prior to the designated time of the Meeting, namely by no later than Thursday, August 6, 2020, 12:30 p.m. Israel time.

Alternatively, a shareholder whose shares are registered with a TASE member may also vote electronically via the electronic voting system of the ISA. You should receive instructions about electronic voting from the TASE member through which you hold your shares. Voting via the electronic voting system will be permitted until six (6) hours prior to the Meeting commencement, namely by no later than Thursday, August 6, 2020, 10:30 a.m. Israel time.

Forms of each of the voting slip and the BNY Mellon voting instruction form for holders of the Company’s ADSs will also be furnished to the Securities and Exchange Commission (the “Commission”) on Form 6-K, and will be made available to the public on the Commission’s website at www.sec.gov. Each of these will also be filed with ISA and TASE and will be available on their respective websites for listed company reports at www.magna.isa.gov.il and www.maya.tase.co.il.

Change or Revocation of Vote

A holder of ADS who has executed and returned a voting instruction form or a shareholder who has executed and returned a voting slip may revoke its voting instructions at any time before the deadline by filing with BNY Mellon (in the case of holders of ADSs) or with the Company (in the case of holders of ordinary shares) a written notice of revocation or a duly voting instruction form or voting slip (as applicable) bearing a later date. If your ADSs are held in “street name,” you may change your vote by submitting new voting instructions to your broker, bank, trustee or nominee or, if you have obtained a legal proxy from your broker, bank, trustee or nominee giving you the right to vote your shares, by attending the Meeting and voting in person.

If you are a shareholder of record you may change your vote at any time by attending the Meeting and voting in person or, in the event you have provided a proxy, prior to the exercise of authority granted in the proxy by delivering a written notice of revocation to our Chief Financial Officer or by granting a new proxy bearing a later date. Attendance at the Meeting will not cause your previously granted proxy to be revoked unless you specifically so request.

Quorum

The quorum required for the Meeting consists of at least two shareholders who are present at the Meeting, in person, by proxy, voting instruction form or voting slip (paper or electronic) or otherwise represented at the Meeting by their authorized persons (“Valid Meeting Participants”), and who hold in the aggregate twenty-five percent (25%) or more of the voting rights of the Company. In the event that there is no quorum present thirty minutes after the scheduled time, the Meeting will be adjourned for one week, to the same time and place, i.e., on Thursday, August 13, 2020 at 4:30 p.m. (Israel time) at the Company Offices (each such adjourned meeting is referred to as an “Adjourned Meeting”). In the event that there is no quorum present thirty minutes after the time set for the Adjourned Meeting, any two shareholders present as Valid Meeting Participants will then constitute a legal quorum at the Adjourned Meeting. This notice will serve as notice of such Adjourned Meting if no quorum is present at the original date and time and no further notice of the Adjourned Meeting will be given to shareholders.

Abstentions and “broker non-votes”, as well as any abstentions by ADS holders with respect to our ordinary shares held by BNY Mellon, are counted as present and entitled to vote for purposes of determining a legal quorum.

Vote Required for Approval of the Proposals

The affirmative vote of the holders of a majority of the Company’s ordinary shares, including those represented by ADSs, participating and voting at the Meeting as Valid Meeting Participants, is required to adopt each of the proposals to be presented at the Meeting.

In addition, the approval of each of Proposal 3 and Proposal 4.a. also requires that either (i) a majority of the shares, including those represented by ADSs, held by shareholders or ADS holders (as applicable) who are neither controlling shareholders nor have a personal interest in the matter, participating and voting on the matter at the Meeting as Valid Meeting Participants (excluding abstentions), voted in favor of the proposal, or (ii) the total number of shares, including those represented by ADSs, voted against the proposal by the disinterested shareholders described in clause (i) does not exceed two-percent (2%) of our outstanding voting rights (either of (i) or (ii) being referred to as a “Special Majority”).

We are not aware of any shareholder that would be deemed to be a controlling shareholder of our company as of the current time for purposes of Proposal 3 and Proposal 4.a. A shareholder who votes via voting slip or an ADS holder who signs and returns a voting instruction form will be deemed to be confirming that such shareholder or ADS holder, and any related party of such shareholder or ADS holder, is not a controlling shareholder for purposes of Proposal 3 and Proposal 4.a. If you believe that you, or a related party of yours, may be deemed to be a controlling shareholder and you wish to participate in the vote on Proposal 3 and Proposal 4.a., you should contact Gil Efron, our Deputy Chief Executive Officer and Chief Financial Officer, at telephone: +972-3-9333121; email: ir@kitovpharma.com; or fax: +972-153-39311321.

Under the Companies Law, each shareholder or ADS holder (as applicable) voting on each of Proposal 3 and Proposal 4.a. is required to indicate on the proxy or voting instruction form or voting slip (paper or electronic), or, if voting in person at the Meeting, inform us prior to voting on the matter at the Meeting, whether or not the shareholder or ADS holder has a personal interest in the proposal. Otherwise, the shareholder or ADS holder is not eligible to vote on Proposal 3 and Proposal 4.a. and his or her or its vote will not be counted for the purposes of such proposals. Under the Companies Law, a “personal interest” of a shareholder in an act or transaction of a company (i) includes a personal interest of (a) any spouse, sibling, parent, grandparent or descendant of the shareholder, any descendant, sibling or parent of a spouse of the shareholder and the spouse of any of the foregoing; and (b) a company with respect to which the shareholder (or any of the foregoing relatives of the shareholder) serves as a director or chief executive officer, owns at least 5% of the outstanding shares or voting rights or has the right to appoint one or more directors or the chief executive officer; and (ii) excludes a personal interest arising solely from the ownership of shares. Under the Companies Law, in the case of a person voting by proxy, “personal interest” includes the personal interest of either the proxy holder or the shareholder granting the proxy, whether or not the proxy holder has discretion how to vote.

Shareholder Voting Undertakings

In connection with our acquisition of FameWave Ltd. (“FameWave”) in January 2020, each of the investment funds and the other FameWave shareholders party to the registration rights agreement entered into at the closing of the FameWave transaction, signed a Shareholder’s Undertaking in connection with our securities held by them containing, amongst other matters, an undertaking that during the 6-12 month lock-up period, and, subsequent to such lock up period until the earlier of: (i) for so long as the aggregate number of our ordinary share equivalents beneficially owned by the shareholder and its group members, as a group, is greater than or equal to 2.5% of our then issued and outstanding ordinary shares or (ii) 24 months following the date of the undertaking, the shareholder shall cause all of our voting securities beneficially owned by it or any of its group members or over which it or any of its group members has voting control not to be voted, (i) against all those persons nominated and recommended to serve as directors of the Company by our board of directors and/or any applicable committee thereof and (ii) with respect to any other action, proposal or matter to be voted on by our shareholders, in a manner inconsistent with the recommendation of our board of directors or any applicable committee thereof; provided, however, that the undertakings in sub-clauses (ii) and (iii) above shall not apply to: (1) matters under Sections 270(1), 270(2), 270(3) and 270(4) of the Companies Law and matters which require the declaration by officers or shareholders of a personal interest and/or affiliation with a controlling shareholder as defined in, and in accordance with, the Companies Law (as is the case with Proposals 3, 4(a), 4(b) and 4(c)), or (2) matters directly affecting the development of the technology controlled by FameWave, or (3) where, based on a legal advice opinion received in writing by the shareholder, the shareholder reasonably believes that such vote by the shareholder may impose any liability on the shareholder.

Position Statements

Under Israeli law, shareholders wishing to express their position on an agenda item for the Meeting may do so by submitting a written position statement (“Position Statement”) to the Company Offices, Attn: Gil Efron, Deputy Chief Executive Officer and Chief Financial Officer. Any Position Statements so submitted must comply with the requirements set forth under the Companies Law and any applicable regulations. We will furnish to the Commission on Form 6-K any legally compliant Position Statements received by us, and will make them available to the public on the website of the Commission at www.sec.gov, of the ISA at www.magna.isa.gov.il and of the TASE at www.maya.tase.co.il. Position Statements must be submitted to us by no later than 1:30 p.m. Israel time on Monday, July 27, 2020.

Solicitation of Proxies

We will bear the entire cost of solicitation of proxies, including preparation, assembly, printing, and mailing of the BNY Mellon voting instruction form and any additional information furnished to beneficial ordinary shareholders or beneficial holders of ADSs. The Notice of Extraordinary Meeting of the Shareholders, the Proxy Statement, and the voting slip will not be mailed to beneficial ordinary shareholders in Israel. We may reimburse brokerage firms and other persons representing beneficial owners of ordinary shares or ADSs for reasonable expenses incurred by them in forwarding proxy soliciting materials to such beneficial owners. In addition to solicitation by mail, certain of our directors, officers and regular employees, without additional remuneration, may solicit proxies by telephone, facsimile, email or personal contact.

Reporting Requirements

We are subject to the information reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), applicable to foreign private issuers. We fulfill these requirements by filing reports with the Commission. Our filings with the Commission may be inspected without charge at the Commission’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Information on the operation of the Public Reference Room can be obtained by calling the Commission at 1-800-SEC-0330. Our filings with the Commission are also available to the public on the Commission’s website at www.sec.gov. We submit copies of our filings with the Commission to the ISA and the TASE, and such filings can be reviewed on their respective websites for listed company reports at www.magna.isa.gov.il and www.maya.tase.co.il.

As a foreign private issuer, we are exempt from the rules under the Exchange Act related to the furnishing and content of proxy statements. The circulation of this proxy statement and related notice should not be taken as an admission that we are subject to those proxy rules. Furthermore, our officers, directors and principal shareholders are exempt from the reporting and “short-swing” profit recovery provisions contained in Section 16 of the Exchange Act and the rules thereunder, with respect to their purchases and sales of securities. Additionally, we are not required under the Exchange Act to file periodic reports and financial statements with the Commission as frequently or as promptly as United States companies whose securities are registered under the Exchange Act.

Proposal 1

APPROVAL OF AN INCREASE OF OUR REGISTERED and AUTHORIZED ORDINARY SHARE CAPITAL AND CORRESPONDING AMENDMENTS TO OUR ARTICLES OF ASSOCIATION AND MEMORANDUM OF ASSOCIATION

Background

Under our current Amended and Restated Articles of Association and Amended and Restated Memorandum of Association, our authorized share capital consists of 250,000,000 ordinary shares, with no par value, and 50,000,000 non-voting senior preferred shares, with no par value, divided into five classes of 10,000,000 preferred shares in each class. As of June 25, 2020, we had 157,252,962 ordinary shares outstanding (excluding one dormant ordinary share held in treasury) and no non-voting senior preferred shares outstanding. In addition, as of such date, warrants exercisable into an aggregate 67,310,545 ordinary shares were outstanding and options to purchase an aggregate 6,399,948 ordinary shares and an aggregate 1,852,500 restricted stock units (“RSUs”) were outstanding under the Kitov Pharma Ltd. 2016 Equity-Based Incentive Plan, as subsequently amended. Accordingly, as of such date, an aggregate 232,815,956 ordinary shares were outstanding or reserved for issuance under outstanding equity awards.

We are proposing to increase of our authorized and registered ordinary share capital by an additional 750,000,000 ordinary shares, with no par value, and amend the Company’s Amended and Restated Articles of Association Amended and Restated Memorandum of Association accordingly; we are not proposing to amend the number of authorized preferred shares. Accordingly, following such increase, our authorized and registered share capital will consist of 1,000,000,000 ordinary shares, with no par value, and 50,000,000 non-voting senior preferred shares, with no par value, divided into five classes of 10,000,000 preferred shares in each class.

We believe this increase in the number of authorized ordinary shares will allow us to meet our future business needs as they may arise from time to time. These purposes could include, among other things, possible shares issuances to fund, or to be issued as consideration in, future mergers or acquisitions, the purchase of property or assets, possible future conversion of convertible financial instruments into ordinary shares, the sale of shares in public and private offerings to raise additional capital, the use of shares for various equity compensation and other employee benefit plans and arrangements and other bona fide corporate purposes. This increase in the authorized ordinary share capital is not being proposed in connection with any particular share offering, acquisition or other specific matter. At present, we have no plans to issue any of the newly authorized additional ordinary shares in order to raise funds or for any other corporate purposes.

Accordingly, the Board of Directors is recommending to shareholders to approve the foregoing increase in the authorized ordinary share capital and to amend the Company’s Amended and Restated Articles of Association Amended and Restated Memorandum of Association accordingly to reflect such increase.

Proposed Resolution

At the Meeting, it is proposed that the following resolution be adopted:

“RESOLVED to approve an increase of the Company’s registered and authorized and registered ordinary share capital to 1,000,000,000 ordinary shares, no par value, and corresponding amendments to the Company’s Amended and Restated Articles of Association and Amended and Restated Memorandum of Association.”

Approval Required

Under the Companies Law, the affirmative vote of the holders of a majority of our ordinary shares, including those represented by ADSs, participating and voting on the matter at the Meeting as Valid Meeting Participants, is required to approve Proposal 1.

Board Recommendation 

Our Board of Directors recommends that you vote “FOR” the approval of Proposal 1.

Proposal 2

Approval of an amendment to the Kitov PHARMA Ltd. 2016 Equity-Based Incentive Plan to increase the aggregate number of ordinary shares reserved thereunder in order to be able to award options that qualify as incentive stock options for U.S. tax purposes

Background

On April 18, 2016, we adopted the Kitov Pharma Ltd. 2016 Equity-Based Incentive Plan, as subsequently amended (the “Plan”). The Plan provides for the granting to directors, officers, employees and consultants of the Company and its subsidiaries and affiliates, of equity-based incentive awards, including (among others) options and RSUs, with either ordinary shares or ADSs underlying the applicable award. For information regarding the Plan, see the Company’s Annual Report on Form 20-F for the year ended December 31, 2019, filed with the Commission on March 23, 2020. Other than the Plan, there are no equity incentive plans or arrangements pursuant to which the Company may provide equity compensation to its directors, officers or employees. 

On May 18, 2020, our Board of Directors approved an amendment to the Plan to increase the aggregate number of ordinary shares, or ADSs representing ordinary shares, available for issuance under the Plan, by an additional 7,500,000 ordinary shares, such that an aggregate of 15,000,000 ordinary shares is currently reserved for issuance thereunder (including the ordinary shares subject to outstanding equity awards), representing approximately 8.69% of our share capital on a fully diluted basis. Our Board of Directors determined that such increase was necessary in order to create a pool of ordinary shares available to the Company in order to attract, retain and motivate eligible persons whose present and potential contributions are important to the success of the Company. As of June 25, 2020, 15,000,000 ordinary shares were reserved for issuance under the Plan, of which 8,252,448 ordinary shares were subject to outstanding equity awards (options and RSUs) under the Plan and 6,007,615 ordinary shares were available for future grants under the Plan. In the event that all the proposed grants of equity awards set forth in Proposal 4 below are approved at the Meeting, and assuming we do not grant additional equity awards under the Plan until the date of the Meeting (and assuming that no equity awards under the Plan expire, vest or are exercised until the date of the Meeting), immediately following the Meeting, 11,917,385 ordinary shares will be subject to outstanding equity awards (options and RSUs) under the Plan and 3,082,615 ordinary shares will be available for future grants under the Plan.

Although the NASDAQ Listing Rules generally require shareholder approval of equity compensation plans and material amendments thereto, as permitted under the NASDAQ Listing Rules, we have elected to adopt a foreign private issuer exemption and to follow Israeli law instead of the foregoing NASDAQ requirement, pursuant to which such plans and amendments only require the approval of the Board of Directors and do not require shareholder approval (except that shareholder approval may be required for certain grants under such plans under the Companies Law).

However, in order for us to continue to grant under the Plan options that qualify as incentive stock options (“ISOs”) to officers and employees of the Company and its subsidiaries and affiliates who are U.S. citizens or who are resident aliens of the United States for United States federal tax purposes, which award certain tax benefits to the holders thereof, according to the U.S. Internal Revenue Code of 1986, as amended, amongst other requirements, such ISO grants must be made pursuant to a plan that is approved by the shareholders of the granting company. Our shareholders previously approved the 7,500,000 ordinary shares currently reserved for issuance under the Plan. Accordingly, at the Meeting, the shareholders will be requested to approve the amendment to the Plan to increase by an additional 7,500,000 ordinary shares the number of ordinary shares reserved for issuance under the Plan.

If this proposal is not approved by our shareholders at the Meeting, the Plan, as amended by our Board of Directors, with 15,000,000 ordinary shares reserved for issuance under the Plan, will continue to be in effect, and we may continue to issue awards under the Plan up to such maximum number of ordinary shares, but we will be unable to grant options to our U.S. officers and employees that qualify as ISOs for U.S. federal tax purposes to acquire in excess of an aggregate of 7,500,000 ordinary shares.

Proposed Resolution

At the Meeting, it is proposed that the following resolution be adopted:

“RESOLVED to approve an amendment to the Kitov Pharma Ltd. 2016 Equity-Based Incentive Plan to increase the aggregate number of ordinary shares reserved thereunder in order to be able to award options that qualify as incentive stock options for U.S. tax purposes.”

Approval Required

Under the Companies Law, the affirmative vote of the holders of a majority of our ordinary shares, including those represented by ADSs, participating and voting on the matter at the Meeting as Valid Meeting Participants, is required to approve Proposal 2.

Board Recommendation

Our Board of Directors recommends that you vote “FOR” the approval of Proposal 2.

Proposal 3

APPROVAL OF AMENDED AND RESTATED COMPENSATION POLICY

Background

Under the Companies Law, a public company is required to adopt a compensation policy that sets forth the terms of service and employment of office holders (within the meaning of the Companies Law), including the grant of any benefit, payment or undertaking to provide payment, any exemption from liability, insurance or indemnification, and any severance payment or benefit. Such compensation policy must comply with the requirements of the Companies Law. The compensation policy must be approved at least once every three years, by the Board of Directors, after considering the recommendations of the Compensation Committee, and by the shareholders by the Special Majority. Our current compensation policy (the “Current Compensation Policy”) was approved by our shareholders on July 12, 2017, and accordingly, we are now required to approve a new compensation policy in accordance with Israeli law. In addition, the Board of Directors is required to periodically examine the compensation policy, as well as the need to adjust the policy in the event of a material change in the circumstances prevailing at the time of the adoption of the compensation policy or for other reasons.

The compensation policy must be determined and later reevaluated according to certain factors, including: (i) the advancement of a company’s objectives, business plan and its long-term strategy; (ii) the creation of appropriate incentives for executives, while considering (among other things) the company’s risk management policy; (iii) the size and the nature of the company’s operations; and (iv), with respect to variable compensation, the contribution of the office holder towards the achievement of the company’s long-term goals and the maximization of its profits, all with a long-term objective and in accordance with the position of the office holder. The compensation policy must include certain principles and provisions set forth in the Companies Law.

Our Current Compensation Policy serves as the basis for decisions concerning the terms of employment or engagement of our Chief Executive Officer, members of our executive management, each person fulfilling such positions even if his or her title is different, and our directors. The Current Compensation Policy was drafted and approved in accordance with the requirements of the Companies Law and determines (among other things) the amount of the compensation of our office holders, its components, the maximum values for the various components of compensation and the method for determining compensation.

Accordingly, our Compensation Committee and Board of Directors conducted a periodic review of our Current Compensation Policy, including in view of recent amendments to the Israeli Companies Law, the Israeli Companies Regulations (Relief from Related Party Transactions), 2000, which grant certain additional relief when approving certain office holder compensation, and recent guidance regarding compensation policies issued by the ISA. In addition, the Company engaged an independent consultant to prepare applicable benchmark information, which was reviewed and considered by the Compensation Committee and Board of Directors, and the provisions relating to directors’ and officers’ liability insurance were revised based on (among other things) the advice of the Company’s insurance advisor.

Based on the foregoing review and consideration, our Compensation Committee and Board of Directors concluded that it would be in the best interest of our company to amend and restate our Current Compensation Policy in the form attached to this Proxy Statement as Exhibit A (the “Amended and Restated Compensation Policy”). The primary differences between the provisions of the Amended and Restated Compensation Policy and the Current Compensation Policy are as follows:

Under the Companies Law, the Amended and Restated Compensation Policy must be approved by the Compensation Committee, the Board of Directors and the shareholders by the Special Majority (in that order). Our Compensation Committee and Board of Directors approved, subject to shareholder approval, the proposed Amended and Restated Compensation Policy, while taking into account the considerations, principles and provisions set forth in the Companies Law.

If the Amended and Restated Compensation Policy is approved and adopted by our shareholders at the Meeting, it may remain in effect for up to three years, and shall be subject to periodic assessments by our Board of Directors in accordance with the Companies Law.

Proposed Resolution

At the Meeting, it is proposed that the following resolution be adopted:

“RESOLVED to approve the Amended and Restated Compensation Policy, in the form attached as Exhibit A to the Company’s Proxy Statement for the Meeting.”

Approval Required

Under the Companies Law, the affirmative vote of the holders of a majority of our ordinary shares, including those represented by ADSs, participating and voting on the matter at the Meeting, as Valid Meeting Participants, is required to approve Proposal 3. In addition, the approval of Proposal 3 is also subject to receipt of the approval of the Special Majority.

The Companies Law requires that each shareholder or ADS holder (as applicable) voting on this proposal indicate on the proxy or voting instruction form or voting slip (paper or electronic), or, if voting in person at the Meeting, inform us prior to voting on the matter at the Meeting, whether or not the shareholder or ADS holder has a personal interest in the proposal. Otherwise, the shareholder or ADS holder is not eligible to vote on this proposal and his or her or its vote will not be counted for the purposes of this proposal. For details regarding the meaning of “personal interest,” see “Vote Required for Approval of the Proposals” above.

Under the Companies Law, even if our shareholders do not approve the Amended and Restated Compensation Policy, it may nevertheless be approved by the Company if the Compensation Committee, and thereafter the Board of Directors, based on detailed reasoning and after having re-examined the proposed Amended and Restated Compensation Policy, determine that approval of the Amended and Restated Compensation Policy is beneficial to the Company.

Board Recommendation

Our Board of Directors recommends that you vote “FOR” the approval of Proposal 3.

Proposal 4

APPROVAL OF THE GRANTS OF EQUITY-BASED AWARDS TO EACH OF ISAAC ISRAEL, OUR CHIEF EXECUTIVE OFFICER AND DIRECTOR, DR. ERIC ROWINSKY, THE CHAIRMAN OF OUR BOARD OF DIRECTORS, AND THE OTHER MEMBERS OF OUR BOARD OF DIRECTORS

Background

Our Compensation Committee and Board of Directors conducted a periodic review of the equity-based compensation of our chief executive officer and our currently serving directors, and determined that it would be appropriate and in the Company’s best interest to award to our Chief Executive Officer, Chairman of the Board of Directors and our other directors equity-based compensation, consisting of options and RSUs, subject to shareholder approval in accordance with Israeli law, as follows:

Each of the proposed equity awards will vest over a period of three years from the date of grant, with one-third of each of the options and RSUs vesting on the first anniversary of the date of grant and the remaining options and RSUs vesting ratably on a quarterly basis during the two years thereafter. Each of the options will have an exercise price equal to the average closing price of our ADSs on the Nasdaq Capital Market during the 30 days prior to and including the date of the approval of the award by our Board of Directors (May 18, 2020), such that the exercise price of each option will equal $0.421 per ordinary share. The equity awards, if approved at the Meeting, will be granted under the Plan and may be granted under any applicable tax beneficial provisions in accordance with the provisions of the Plan and applicable law. The estimated fair market value of the equity awards proposed to be granted to Mr. Israel, Dr. Rowinsky and each of the other board members as of the date of the approval of the grant by our Board of Directors (May 18, 2020), calculated using the Black & Scholes valuation method, is approximately $697,000, $232,000 and $116,000, respectively.

Each of our Compensation Committee and Board of Directors determined that the grant of the equity awards and their terms are in accordance with our Current Compensation Policy and the proposed Amended and Restated Compensation Policy (see Proposal No. 3).

In approving the grant of equity awards described above, each of the Compensation Committee and the Board of Directors conducted a review of the terms of office and employment of each of our executives and directors, as well as of our employees. In conducting their review, the Compensation Committee and Board of Directors considered our compensation philosophies and the provisions of our Current Compensation Policy, as well as internal consistency and market trends. The terms of the proposed grants went through a series of discussions and revisions. In addition, the most recent grants of equity awards made by us to our directors was in March 2019, and there has been significant dilution since then due to the offerings the Company has successfully completed during that time. As of June 25, 2020, none of our executive officers and directors beneficially owned 1% or more of our outstanding shares and our executive officers and directors as a group (11 persons) beneficially owned in the aggregate 1.08% of our outstanding shares. The Compensation Committee and Board of Directors also determined that the proposed grant of equity awards will further align the interests of the Company’s officers and directors with those of our shareholders by providing such individuals a greater equity stake in the Company.

Under the Companies Law, the payment of compensation, including equity-based compensation, to a director, that is consistent with a company’s compensation policy must be approved by the compensation committee, board of directors and shareholders, in that order. Under the Israeli Companies Law, the payment of compensation, including the grant of equity-based awards, to a chief executive officer that is consistent with a company’s compensation policy must be approved by the compensation committee, board of directors and shareholders by the Special Majority, in that order.

Proposed Resolutions

At the Meeting, it is proposed that each of the following resolutions be adopted:

4.a.: “RESOLVED, to approve the grant of equity-based awards to Isaac Israel, our Chief Executive Officer and Director, in such amounts and with such terms and conditions as described in Proposal 4 of the Company’s Proxy Statement for the Meeting.”

4.b.: “RESOLVED, to approve the grant of equity-based awards to Dr. Eric Rowinsky, the Chairman of our Board of Directors, in such amounts and with such terms and conditions as described in Proposal 4 of the Company’s Proxy Statement for the Meeting.”

4.c.: “RESOLVED, to approve the grants of equity-based awards to each of the members of our Board of Directors (other than Isaac Israel and Dr. Eric Rowinsky), in such amounts and with such terms and conditions as described in Proposal 4 of the Company’s Proxy Statement for the Meeting.”

Approvals Required

Under the Companies Law, the affirmative vote of the holders of a majority of our ordinary shares, including those represented by ADSs, participating and voting on the matter at the Meeting as Valid Meeting Participants, is required to approve each of Proposals 4.a., 4.b., and 4.c. In addition to the foregoing majority requirement, the approval of Proposal 4.a. is also subject to receipt of the approval of the Special Majority (as described above).

The Companies Law requires that each shareholder or ADS holder (as applicable) voting on Proposal 4.a. indicate on the proxy or voting instruction form or voting slip (paper or electronic), or, if voting in person at the Meeting, inform us prior to voting on the matter at the Meeting, whether or not the shareholder or ADS holder has a personal interest in Proposal 4.a. Otherwise, the shareholder or ADS holder is not eligible to vote on Proposal 4.a. and his or her or its vote will not be counted for the purposes of Proposal 4.a. For details regarding the meaning of “personal interest,” see “Vote Required for Approval of the Proposals” above.

Board Recommendation

Our Board of Directors recommends that you vote “FOR” the approval of each of Proposal 4.a., Proposal 4.b. and Proposal 4.c.

SHAREHOLDER PROPOSALS

Any shareholder who intends to present a proposal at the Meeting must satisfy the requirements of the Companies Law and the regulations promulgated thereunder and our Amended and Restated Articles of Association. Under Israeli law, one or more shareholders holding, in the aggregate, one percent (1%) or more of the voting rights of the Company (“Proposing Shareholder(s)”) may request to include a proposal on the agenda of a future shareholder meeting by submitting such proposal generally within seven days of publication of a company’s notice with respect to a general meeting of shareholders. Accordingly, any Proposing Shareholder(s) may request to include a proposal on the agenda of the Meeting by submitting to us such proposal in writing, together with the accompanying documentation and information required to be submitted under Israeli law and our Amended and Restated Articles of Association, no later than 4:30 p.m. Israel time on Wednesday, July 8, 2020, at the Company Offices, Attn: Gil Efron, Deputy Chief Executive Officer and Chief Financial Officer. If our Board of Directors determines that a shareholder proposal is duly and timely received and is appropriate under applicable Israeli law and our Amended and Restated Articles of Association for inclusion on the agenda on the Meeting, we will publish a revised agenda for the Meeting no later than July 15, 2020, by way of issuing a press release or submitting a Report on Form 6-K to the Commission and the ISA.

OTHER MATTERS

Our Board of Directors does not intend to bring any matters before the Meeting other than those specifically set forth in the Notice of Extraordinary General Meeting of Shareholders and knows of no matters to be brought before the Meeting by others. If any other matters properly come before the Meeting, it is the intention of the persons named in the accompanying proxy to vote such proxy in accordance with the judgment and recommendation of the Board of Directors.

In accordance with the Companies Law, we may, after the date of publication of this Proxy Statement, make changes to the agenda items for the Meeting. In such case we will publish a revised Proxy Statement, which we will furnish to the Commission on Form 6-K and file on the Commission’s website at www.sec.gov, and which we will submit to the ISA and the TASE and make available on their respective websites for listed company reports at www.magna.isa.gov.il and www.maya.tase.co.il.

YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROXY STATEMENT, OR THE INFORMATION FURNISHED TO YOU IN CONNECTION WITH THIS PROXY STATEMENT WHEN VOTING ON THE MATTERS SUBMITTED TO SHAREHOLDER APPROVAL HEREUNDER. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION THAT IS DIFFERENT FROM THAT WHICH IS CONTAINED IN THIS DOCUMENT. THIS PROXY STATEMENT IS DATED JULY 2, 2020. YOU SHOULD NOT ASSUME THAT THE INFORMATION CONTAINED IN THIS DOCUMENT IS ACCURATE AS OF ANY DATE OTHER THAN JULY 2, 2020, AND THE MAILING OF THIS DOCUMENT TO ADS HOLDERS OR SHAREHOLDERS SHOULD NOT CREATE ANY IMPLICATION TO THE CONTRARY.

VOTING SLIP FOR EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

Company name: Kitov Pharma Ltd., company no. 520031238

Company address (for submission and delivery of Voting Slips):  One Azrieli Center, Round Tower, 19^th Floor, Tel Aviv 6701101, Israel, email: ir@kitovpharma.com; or fax: +972-153-39311321, Attn.: Gil Efron, Deputy Chief Executive Officer and Chief Financial Officer

Meeting date: Thursday, August 6, 2020, at 4:30 p.m. (Israel Time).

Meeting type: Extraordinary General Meeting (the “Meeting”).

Record Date: Monday, July 6, 2020

Shareholder details:

For shareholders who do not have an Israeli identification card:

For shareholders that are corporations:

Is the shareholder a “Principal Shareholder¹”, “Senior Officer of the Company²” or an “Institutional Investor³”? Yes/No (circle as appropriate)

MANNER OF VOTING

 

(Check or mark “X” clearly in each column in accordance with your voting decision.)

 

Matter	Manner of Voting			Do you have a “Personal Interest”1 in the Matter of the Proposal?
	For	Against	Abstain	Yes	No
Proposal 1   To approve an increase of the Company’s registered and authorized ordinary share capital and corresponding amendments to its articles of association and memorandum of association.
Proposal 2   To approve an amendment to the Kitov Pharma Ltd. 2016 Equity-Based Incentive Plan to increase the aggregate number of ordinary shares reserved thereunder in order to be able to award options that qualify as incentive stock options for U.S. tax purposes.
Proposal 3   To approve an amended and restated Compensation Policy for the Company’s executive officers and directors.

Matter	Manner of Voting			Do you have a “Personal Interest”1 in the Matter of the Proposal?
	For	Against	Abstain	Yes	No
Proposal 4   To approve the grants of equity-based awards to the Company’s Chief Executive Officer and directors, in such amounts and with such terms and conditions as described in Proposal 4 of the Company’s Proxy Statement for the Meeting, as follows:
4.a. To approve the grants of equity-based awards to Isaac Israel, the Company’s Chief Executive Officer and a Director.
4.b. To approve the grants of equity-based awards to Dr. Eric Rowinsky, the Chairman of the Board of Directors of the Company.
4.c. To approve the grants of equity-based awards to the other members of the Board of Directors of the Company.

If I checked above that I have a “personal interest” in either or both of Proposal 3 and Proposal 4.a., following are details in connection with such “personal interest”: 

For shareholders holding shares through a stock exchange member (in accordance with Section 177(1) of the Companies Law, this Voting Slip is only valid when accompanied by a certification of ownership. For shareholders registered in the Company’s shareholder registry, this Voting Slip will only be valid when accompanied by a photocopy of a government-issued photograph identification (e.g., passport, identification card or certificate of incorporation (as the case may be)).

EXHIBIT A

Kitov Pharma Ltd.

Office Holder Compensation Policy

As Approved on _______, 2020

The purpose of the Compensation Policy is to establish guidelines for the Company’s applicable corporate bodies in determining the compensation of its Office Holders, in light of the following objectives of such compensation:

This Policy sets out the Company’s policy with regards to the compensation of its Office Holders, including all components of compensation, while establishing principles, considerations, parameters and rules for the determination of Office Holders’ Terms of Office and Employment by the applicable corporate bodies of the Company during the term of this Compensation Policy, if and to the extent such determination is required by the Companies Law to be made pursuant to the Compensation Policy. The Compensation Policy is intended to comply with the obligation set forth in Chapter 4A of Part VI of the Companies Law.

In accordance with the provisions of the Companies Law, this Compensation Policy will apply with respect to the Terms of Office and Employment of the Office Holders of the Company.

This Compensation Policy is not intended to establish personal terms and conditions for specific Office Holders, but rather to set forth objective principles and parameters which will apply to all Company Office Holders. This Policy sets forth maximum amounts only, and nothing in this Policy shall confer upon any Office Holder any right or entitlement to any compensation, remuneration or benefits of any kind or nature or obligate the Company to grant any particular type or amount of compensation to any Office Holder, unless expressly stated otherwise, nor shall it derogate from approval procedures mandated by applicable law.

Arrangements with Office Holders regarding the Terms of Office and Employment which were approved prior to the approval of this Compensation Policy shall continue to apply, and shall not require additional approval in accordance with the provisions of this Compensation Policy.

In accordance with the Companies Law, the responsibility for the determination of a company’s compensation policy applies to the Board of Directors, after the foregoing has considered the recommendation issued by the Committee. The adoption of a compensation policy and any amendment thereof is subject to the approval of the shareholders of the Company in accordance with the Companies Law (including by a majority of those participants who are not controlling shareholders or interested parties, as provided in the Companies Law or as otherwise provided by the Companies Law). In accordance with the provisions of the Companies Law, in the event that the shareholders of the company do not approve the compensation policy or amendment thereof, the Board of Directors will be entitled to approve the compensation policy, provided that the Committee and thereafter the Board of Directors will have determined, based on detailed reasoning, and after having re-examined the compensation policy, that the approval of the compensation policy in spite of the objection of the Company’s shareholders is for the benefit of the Company.

The holder of the most senior position in the Company in the field of human resources (as of the adoption of this policy - the CFO) under the supervision of the Committee, is responsible for monitoring any changes in the Company, in its business environment, in the capital markets, in the labor markets, and in other relevant factors, which may impact the Company’s considerations regarding the determination of compensation for Office Holders. When applicable, the Committee shall convene to discuss the foregoing, and where necessary, present its recommendations for necessary updates to the Policy to the Company’s Board of Directors.

As a public company engaged in the research, development and marketing of pharmaceutical products, the Company has two objectives: providing its customers with effective and safe products, and maximizing its returns for the benefit of its shareholders.

In light of this, the Company’s commercial success depends, to a large extent, both on its ability to recruit skilled Office Holders and employees with unique background and experience in the field of pharmaceuticals, public company finance, and other specialties specific to the Company, and on its ability to provide its Office Holders and employees with incentives designated for the investment of outstanding personal efforts on their behalf and for achievement of goals established by the Company’s Board of Directors. The need to achieve defined regulatory and commercialization milestones and to acquire sufficient funding to achieve the Company’s goals, emphasizes the necessity in conditioning parts of certain Office Holders’ compensation upon personal achievements.

In general, the Terms of Office and Compensation for Office Holders will be examined taking into account the following parameters:

The total Terms of Office and Employment of the Office Holders in the Company will be composed of a number of compensation components in the manner that each component is intended to remunerate the Office Holder for a different aspect of his contribution to the Company. Compensation may include all or part of the compensation components set out below:

The limits set forth above do not include any cash compensation which an Executive director may receive for services as a director of the Company, and any additional cash compensation which may be paid to such Executive Director for services as a director shall be subject to the caps set forth under Section 7.5 below.

The base salary will be in absolute numbers and may include a mechanism for linkage to the Consumer Price Index and/or to foreign currency fluctuations against the operating currency of the Company. In any event, a base salary, whether it is linked to the Consumer Price Index and/or foreign currency fluctuations, or not, shall not exceed the ceiling on the basis set out in this Section 4.1.1 above, as adjusted for linkage and/or foreign currency differences in accordance with this Compensation Policy.

Save if stated otherwise, the parameters regarding the base salary for compensation relate to a salaried Office Holder employed in a full-time position. In the event that the Office Holder is not a salaried employee or is not in a full-time position, the required adjustments must be made. If the engagement with the Office Holder is by means of a consulting agreement with the Office Holder (or a company controlled by the Office Holder), the fees payable to such Offer Holder may be in the amount of up to 125% of the applicable maximum base salary set forth above in this Section 4.1.1.

The compensation package may include ancillary benefits such as the Basic Level Benefits and the Expanded Level Benefits and other benefits and entitlements benefits consistent with the relevant laws or common practice in the location of the engagement of the Office Holders.

The Company may provide a car owned by the Company to the Office Holder provided the cost to the Company does not exceed the limits above. In addition, the Company may permit an Office Holder to elect to receive a monthly cash payment in lieu of receiving an operational leased vehicle.

To such extent that the Company makes a personal vehicle available to the Office Holder, the Company is entitled to bear the expenses of the tax effects to the Office Holder for the personal vehicle benefit by grossing up of the value of the vehicle, in full or in part, as determined in the employment agreement of the Office Holder, even if such grossing up value is in excess of the thresholds set forth in this sub-Section 4.1.2.1 above.

The D&O Insurance shall be on the basis of submission of a claim within the limits of liability of up to $200,000,000 per claim and per period and up to $50,000,000 per claim and per period for side A DIC coverage (with the addition of reasonable legal expenses in excess of the limit of liability), for all of the Office Holders of the Company from time to time.

The D&O Insurance may cover the Office Holders’ liability with respect to claims filed in Israel and outside of Israel, worldwide in accordance with international law and jurisdictions.

For avoidance of doubt, the above D&O Insurance policy limits and thresholds are applicable solely to the D&O Insurance for the Company itself, not including any Subsidiaries, and the insurance arrangements at any Subsidiaries  may be in excess of the limits and thresholds set forth above.

The Company may extend a D&O Insurance in place to include cover for liability pursuant to a future public offering of securities provided that the Committee (and if required by law, the Board of Directors of the Company) shall have approved the procurement of such D&O Insurance and shall have determined that such D&O Insurance is on current market terms and shall not have a material impact on the Company’s profitability, assets or liabilities.

The D&O Insurance may also cover civil actions or other claims against the Company with respect to the purchase or sale of the Company’s securities traded on the TASE and/or at the NASDAQ (Entity Coverage) and/or any other listing for trading on another recognized exchange. Payment priorities for insurance payments under this extension may be set such that the Office Holders’ entitlement to receive payments from the insurers precedes the entitlement of the Company.

Where a “claims made” D&O Insurance regarding past events cannot be renewed or extended due to a change of control or other circumstance, the Company may procure run-off policies for the Office Holders serving prior to said change, including Office Holders who are controlling shareholders of the Company, or relatives thereof, or Office Holders which have a personal interest in procuring the same, provided that the Committee (and if required by law, the Board of Directors of the Company) shall have approved the procurement of such D&O Insurance and shall have determined that such D&O Insurance is on current market terms and shall not have a material impact on the Company’s profitability, assets or liabilities.

The amended and restated articles of the association of the Company permit it to procure D&O Insurance for its Office Holders to the fullest extent permitted by applicable law, and it has been Company policy to do so, including for new hires. 

It is clarified that the departure grant as set forth above shall not include statutory severance pay due to the Office Holder, and shall be in addition thereto.

If a departure grant is granted by the Company to an Officer Holder as an incentive to refrain from competing with the Company for a defined period of time following termination of service or employment with the Company (i.e., a non-compete grant), (i) the amount of the departure grant or the value thereof may be up to twelve (12) months of base salary; and (ii) the award of the non-compete grant shall not be subject to a minimum period of provision of employment or services.

The authorized corporate body is entitled to determine, at its discretion, the allowable portion of the annual grant which may be awarded based on non-quantifiable criteria subject to applicable law, and shall take into consideration the factors specified below:

In any event, the total Special Target Based Bonuses to be paid to any single Office Holder in connection with a single transaction shall not exceed $5 million.

The Terms of Office and Employment may determine that amounts payable in connection with a Special Target Based Bonus may continue to be paid to any Office Holder subsequent to the cessation of his employment or engagement with the Company. Examples of such instances may include, amongst others, release from escrow subsequent to the cessation of the Office Holder’s employment or engagement of transaction funds that had been placed in escrow during the Office Holder’s employment or engagement term; or warrants issued in a fundraise during the Office Holder’s engagement exercised subsequent to the cessation of the Office Holder’s engagement. The above are just examples, and by no means an exhaustive list.

The Company may adopt shareholding requirements for Office Holders, which may include minimum holding periods for vested equity compensation grants, minimum share purchase requirements out of cash bonus payments, participation in Company subsidized employee share purchase programs, and other similar programs, all subject to applicable law.

The Compensation Committee shall have the ability to operate malus and clawback under the annual bonus and equity-based compensation plans. This provides the Committee with the ability to restrict or reclaim payments to Office Holders in circumstances where such an outcome would be inappropriate.

The circumstances in which the provisions may be invoked are: dismissal for cause; conduct resulting in significant loss to the Company; failure to meet appropriate standards of fitness and propriety; behavior that materially contributes to reputational damage for the Company; material failure of risk management; material misstatement in the audited consolidated accounts; error in the determination of the vesting of an award; and any recovery requirement in line with applicable regulations. In these circumstances, where the Compensation Committee considers it appropriate, it may apply the provisions set out below with respect to the annual grant and/or equity-based compensation grants: Malus may be applied during the performance period to reduce (including to zero) the annual grant pay-out and/or any outstanding equity-based compensation grant. A clawback may be applied for up to three years post-payment of the bonus, to recover some (or all) of any amount paid out.

This Policy aims to balance the mix of “fixed compensation” (comprised of base salary and benefits) and “variable compensation” (comprised of cash bonuses and equity-based compensation) in order to, among other things, appropriately incentivize Office Holders to meet the Company’s short and long-term goals while taking into consideration the Company’s need to manage a variety of business risks. Taking into account the sector in which the Company operates, the compensation customary today in the Company includes base salaries for Office Holders in the Company which are in line with industry peers. In the business plan of the Company and the risk management policy, the Company believes that the weight of the variable components (equity-based and cash bonuses) shall constitute, at most, 90% of the total compensation of the entirety of the Office Holders (in a certain year) and may vary from one Office Holder to another. It is clarified that the Company shall not be required to grant equity-based variable compensation in any given year and that the division of variable based compensation between equity based and cash bonuses shall be as determined by the Committee and Board of Directors of the Company, all subject to the caps set forth in this policy.

***

A-18

Exhibit 99.2