0001019056-18-000678.txt : 20180515 0001019056-18-000678.hdr.sgml : 20180515 20180515165312 ACCESSION NUMBER: 0001019056-18-000678 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20180515 DATE AS OF CHANGE: 20180515 GROUP MEMBERS: ROSALIND ADVISORS, INC. GROUP MEMBERS: ROSALIND MASTER FUND L.P. GROUP MEMBERS: STEVEN SALAMON SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Kitov Pharma Ltd. CENTRAL INDEX KEY: 0001614744 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: L3 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-89209 FILM NUMBER: 18837428 BUSINESS ADDRESS: STREET 1: ONE AZRIELI CENTER, ROUND TOWER STREET 2: 132 MENACHEM BEGIN ROAD CITY: TEL AVIV STATE: L3 ZIP: 6701101 BUSINESS PHONE: 97239333121 MAIL ADDRESS: STREET 1: ONE AZRIELI CENTER, ROUND TOWER STREET 2: 132 MENACHEM BEGIN ROAD CITY: TEL AVIV STATE: L3 ZIP: 6701101 FORMER COMPANY: FORMER CONFORMED NAME: Kitov Pharmaceuticals Holdings Ltd. DATE OF NAME CHANGE: 20140724 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Rosalind Advisors, Inc. CENTRAL INDEX KEY: 0001622627 IRS NUMBER: 000000000 FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 175 BLOOR STREET EAST STREET 2: SUITE 1316, NORTH TOWER CITY: TORONTO STATE: A6 ZIP: M4W 3R8 BUSINESS PHONE: 4168887606 MAIL ADDRESS: STREET 1: 175 BLOOR STREET EAST STREET 2: SUITE 1316, NORTH TOWER CITY: TORONTO STATE: A6 ZIP: M4W 3R8 SC 13G/A 1 kitov_13ga1.htm SC 13G/A
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G/A

(Amendment No. 1)

Under the Securities Exchange Act of 1934

Kitov Pharma Ltd.

 

(Name of Issuer)

Ordinary Shares

 

(Title of Class of Securities)

49803V107

 

(CUSIP Number)

May 14, 2018

 

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o  Rule 13d-1(b)
x  Rule 13d-1(c)
o  Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 
 
         
CUSIP No. 49803V107     13G/A   Page 2 of 8 Pages
         

1.   NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Rosalind Advisors, Inc.		    
2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)    o
(b)    o		    
3.   SEC USE ONLY
 		    
4.   CITIZENSHIP OR PLACE OF ORGANIZATION
 
ONTARIO, CANADA		    

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH   5.   SOLE VOTING POWER  
 
0
  6.   SHARED VOTING POWER
 
541,600 American Depositary Shares (ADSs)
  7.   SOLE DISPOSITIVE POWER
 
0
  8.   SHARED DISPOSITIVE POWER
 
541,600 ADSs

9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

541,600 ADSs		    
10.   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions)    o		    
11.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

4.7%1		    
12.   TYPE OF REPORTING PERSON (see instructions)

CO		    
         

 

1 This percentage is calculated based on 11,614,223 shares held as American Depositary Shares (ADS), each representing twenty (20) of the issuer’s Ordinary Shares outstanding as of February 28, 2018 as reported in the Issuer’s Form 20-F filed with the SEC on March 5, 2018.

 
 
         
CUSIP No. 49803V107     13G/A   Page 3 of 8 Pages
         

1.   NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Steven Salamon		    
2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)    o
(b)    o		    
3.   SEC USE ONLY
 		    
4.   CITIZENSHIP OR PLACE OF ORGANIZATION
 
ONTARIO, CANADA		    

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH   5.   SOLE VOTING POWER
 
0
  6.   SHARED VOTING POWER
 
541,600 ADSs
  7.   SOLE DISPOSITIVE POWER
 
0
  8.   SHARED DISPOSITIVE POWER
 
541,600 ADSs

9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

541,600 ADSs		    
10.   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions)    o		    
11.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

4.7%2		    
12.   TYPE OF REPORTING PERSON (see instructions)

IN		    
         

 

2 This percentage is calculated based on 11,614,223 shares held as American Depositary Shares (ADS), each representing twenty (20) of the issuer’s Ordinary Shares outstanding as of February 28, 2018 as reported in the Issuer’s Form 20-F filed with the SEC on March 5, 2018.

 
 
         
CUSIP No. 49803V107     13G/A   Page 4 of 8 Pages
         

1.   NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Rosalind Master Fund L.P.		    
2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)    o
(b)    o		    
3.   SEC USE ONLY
 		    
4.   CITIZENSHIP OR PLACE OF ORGANIZATION
 
CAYMAN ISLANDS		    

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH   5.   SOLE VOTING POWER
 
0
  6.   SHARED VOTING POWER
 
541,600 ADSs
  7.   SOLE DISPOSITIVE POWER
 
0
  8.   SHARED DISPOSITIVE POWER
 
541,600 ADSs

9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

541,600 ADSs		    
10.   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions)    o		    
11.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

4.7%3		    
12.   TYPE OF REPORTING PERSON (see instructions)

PN		    
         

 

3 This percentage is calculated based on 11,614,223 shares held as American Depositary Shares (ADS), each representing twenty (20) of the issuer’s Ordinary Shares outstanding as of February 28, 2018 as reported in the Issuer’s Form 20-F filed with the SEC on March 5, 2018.

 
 
         
CUSIP No. 49803V107     13G/A   Page 5 of 8 Pages
         

Item 1.

  (a) Name of Issuer: KITOV PHARMA LTD.
     
  (b)

Address of Issuer’s Principal Executive Offices
One Azrieli Center, Round Tower,

132 Menachem Begin Road,

Tel Aviv 6701101, Israel

     

Item 2.

  (a)

Name of Person Filing

Rosalind Advisors, Inc. (“Advisor” to RMF)

Rosalind Master Fund L.P. (“RMF”)

Steven Salamon (“President”)

Steven Salamon is the portfolio manager of the Advisor to RMF.

     
  (b)

Address of the Principal Office or, if none, residence
Rosalind Advisors, Inc.

175 Bloor Street East

Suite 1316, North Tower

Toronto, Ontario

M4W 3R8 Canada

 

Rosalind Master Fund L.P.

P.O. Box 309

Ugland House, Grand Cayman

KY1-1104, Cayman Islands

 

Steven Salamon

175 Bloor Street East

Suite 1316, North Tower

Toronto, Ontario

M4W 3R8 Canada

     
  (c)

Citizenship
Rosalind Advisors, Inc.: Ontario, Canada

Rosalind Master Fund L.P.: Cayman Islands

Steven Salamon: Ontario, Canada

     
  (d) Title of Class of Securities
Ordinary Shares
     
  (e) CUSIP Number
49803V107
 
 
         
CUSIP No. 49803V107   13G/A   Page 6 of 8 Pages
         

Item 3.  If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

  (a) o Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
       
  (b) o Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
       
  (c) o Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
       
  (d) o Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
       
  (e) o An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
       
  (f) o An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
       
  (g) o A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
       
  (h) o A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
       
  (i) o A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
       
  (j) o Group, in accordance with §240.13d-1(b)(1)(ii)(J).
       

Item 4.  Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

         
  (a)  

Amount beneficially owned:   

Rosalind Master Fund L.P. is the record owner of 385,000 shares of the issuer’s American Depositary Shares (ADS’s) and 156,600 shares of NASDAQ Listed “Series A” Warrants.

Rosalind Advisors, Inc. is the investment advisor to RMF and may be deemed to be the beneficial owner of shares held by RMF. Steven Salamon is the portfolio manager of the Advisor and may be deemed to be the beneficial owner of shares held by RMF. Notwithstanding the foregoing, the Advisor and Mr. Salamon disclaim beneficial ownership of the shares.

         
  (b)  

Percent of class:  

Rosalind Advisors, Inc. – 4.7%

Rosalind Master Fund L.P. – 4.7%

Steven Salamon – 4.7%

 
 
         
CUSIP No. 49803V107   13G/A   Page 7 of 8 Pages
         
  (c)   Number of shares as to which the person has:  
       
      (i)

Shared power to vote or to direct the vote  

 

Rosalind Advisors, Inc. – 541,600 ADSs

Rosalind Master Fund L.P. – 541,600 ADSs

Steven Salamon – 541,600 ADSs

         
      (ii) Sole power to dispose or to direct the disposition of  – 0
         
      (iii)

Shared power to dispose or to direct the disposition of  

 

Rosalind Advisors, Inc. – 541,600 ADSs

Rosalind Master Fund L.P. – 541,600 ADSs

Steven Salamon – 541,600 ADSs

         

Instruction. For computations regarding securities which represent a right to acquire an underlying security see §240.13d-3(d)(1).

Item 5.  Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following     o.

Instruction. Dissolution of a group requires a response to this item.

Item 6.  Ownership of More than Five Percent on Behalf of Another Person.

Item 7 – 9.  Not Applicable

 
 
         
CUSIP No. 49803V107   13G/A   Page 8 of 8 Pages
         

Item 10.  Certification.

      By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.  
         

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

   
  5/16/2018
 

Date

   
   /s/ Steven Salamon
 

Signature

   
   Steven Salamon/President Rosalind Advisors, Inc.
 

Name/Title

 

 EX-99.A 2 ex_a.htm EXHIBIT A
 

Exhibit A

Joint Filing Agreement

 

The undersigned hereby agree that this Statement on Schedule 13G/A with respect to the beneficial ownership of shares of Common Stock of KITOV PHARMA LTD. is filed jointly, on behalf of each of them. 

     
  Rosalind Advisors, Inc.
  By: /s/ Steven Salamon
  Name: Steven Salamon
  Title: President
     
  Rosalind Master Fund L.P.
  By:  /s/ Mike McDonald
  Name: Mike McDonald
  Title: Director, Rosalind (Cayman) Ltd.
(as General Partner to Rosalind Master Fund)