Purple Biotech Ltd.

Regulatory Filings • Oct 31, 2023

UNITED STATES SECURITIES AND EXCHANGE COMMISSION OMB APPROVAL

Washington, D.C. 20549 FORM D

OMB Number: 3235-0076 Estimated average burden hours per response 4.00

Notice of Exempt Offering of Securities

1. Issuer's Identity
CIK (Filer ID Number)	Previous Names	None	Entity Type
0001614744 Name of Issuer	Kitov Pharma Ltd.		X Corporation Limited Partnership
PURPLE BIOTECH LTD.			Limited Liability Company
Jurisdiction of Incorporation/Organization			General Partnership
ISRAEL Year of Incorporation/Organization			Business Trust
X Over Five Years Ago			Other (Specify)
Within Last Five Years (Specify Year)
Yet to Be Formed
2. Principal Place of Business and Contact Information
Name of Issuer
PURPLE BIOTECH LTD.
Street Address 1		Street Address 2
4 OPPENHEIMER STREET		SCIENCE PARK
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
REHOVOT ISRAEL		7670104	+972-3-933-3121
3. Related Persons
Last Name	First Name		Middle Name
Efron Street Address 1	Gil Street Address 2
4 Oppenheimer Street	Science Park
City	State/Province/Country		ZIP/PostalCode
Rehovot Relationship: X Executive Officer	ISRAEL Director	Promoter	7670104
Clarification of Response (if Necessary):
Chief Executive Officer
Last Name	First Name		Middle Name
Fhima	Lior
Street Address 1 4 Oppenheimer Street	Street Address 2 Science Park
City	State/Province/Country		ZIP/PostalCode
Rehovot	ISRAEL		7670104
Relationship: X Executive Officer	Director	Promoter
Clarification of Response (if Necessary):
Chief Financial Officer
Last Name	First Name		Middle Name
Rowinsky Street Address 1	Eric Street Address 2
4 Oppenheimer Street	Science Park
City	State/Province/Country		ZIP/PostalCode
Rehovot Relationship: Executive Officer	ISRAEL X Director	Promoter	7670104
Clarification of Response (if Necessary):
Chairman of the Board of Directors
Last Name	First Name		Middle Name
Israel Street Address 1	Isaac Street Address 2
4 Oppenheimer Street	Science Park
City	State/Province/Country		ZIP/PostalCode
Rehovot Relationship: Executive Officer	ISRAEL X Director	Promoter	7670104

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Rock	Simcha
Street Address 1	Street Address 2
4 Oppenheimer Street	Science Park
City	State/Province/Country	ZIP/PostalCode
Rehovot	ISRAEL	7670104
Relationship: Executive Officer	X Director Promoter
Clarification of Response (if Necessary):
Last Name	First Name	Middle Name
Agmon	Ido
Street Address 1	Street Address 2
4 Oppenheimer Street	Science Park
City	State/Province/Country	ZIP/PostalCode
Rehovot	ISRAEL	7670104
Relationship: Executive Officer	X Director Promoter
Clarification of Response (if Necessary):
Last Name	First Name	Middle Name
Gagnon	Robert
Street Address 1	Street Address 2
4 Oppenheimer Street	Science Park
City	State/Province/Country	ZIP/PostalCode
Rehovot	ISRAEL	7670104
Relationship: Executive Officer	X Director Promoter
Clarification of Response (if Necessary):
Last Name	First Name	Middle Name
Nahum-Zilberberg	Suzana
Street Address 1	Street Address 2
4 Oppenheimer Street	Science Park
City	State/Province/Country	ZIP/PostalCode
Rehovot	ISRAEL	7670104
Relationship: Executive Officer	X Director Promoter
Clarification of Response (if Necessary):
Last Name	First Name	Middle Name
Hershkovitz	Ori
Street Address 1	Street Address 2
4 Oppenheimer Street	Science Park
City	State/Province/Country	ZIP/PostalCode
Rehovot	ISRAEL	7670104
Relationship: Executive Officer	X Director Promoter
Clarification of Response (if Necessary):
Last Name	First Name	Middle Name
Reuveni	Hadas
Street Address 1	Street Address 2
4 Oppenheimer Street	Science Park
City	State/Province/Country	ZIP/PostalCode
Rehovot	ISRAEL	7670104
Relationship: X Executive Officer	Director Promoter
Clarification of Response (if Necessary):
Vice President of Research and Development
Last Name	First Name	Middle Name
Schickler	Michael
Street Address 1	Street Address 2
4 Oppenheimer Street	Science Park

City	State/Province/Country	ZIP/PostalCode
Rehovot Relationship: X Executive Officer	ISRAEL Director Promoter	7670104
Clarification of Response (if Necessary):
Head of Regulatory and Clinical Operations
Last Name Morpurgo	First Name Ido	Middle Name
Street Address 1	Street Address 2
4 Oppenheimer Street	Science Park
City Rehovot	State/Province/Country ISRAEL	ZIP/PostalCode 7670104
Relationship: X Executive Officer	Director Promoter
Clarification of Response (if Necessary):
Vice President of Operations
Last Name	First Name	Middle Name
Sebille Street Address 1	Fabien Street Address 2
4 Oppenheimer Street	Science Park
City Rehovot	State/Province/Country ISRAEL	ZIP/PostalCode 7670104
Relationship: X Executive Officer	Director Promoter
Clarification of Response (if Necessary):
Chief Business Officer
4. Industry Group
Agriculture	Health Care	Retailing
Banking & Financial Services	X Biotechnology	Restaurants
		Technology
Commercial Banking	Health Insurance	Computers
Insurance	Hospitals & Physicians	Telecommunications
Investing	Pharmaceuticals	Other Technology
Investment Banking	Other Health Care
Pooled Investment Fund	Manufacturing	Travel
Is the issuer registered as an investment company under	Real Estate	Airlines & Airports
the Investment Company	Commercial	Lodging & Conventions
Act of 1940?	Construction	Tourism & Travel Services
Yes No	REITS & Finance	Other Travel
Other Banking & Financial Services	Residential	Other
Business Services	Other Real Estate
Energy
Coal Mining
Electric Utilities
Energy Conservation
Environmental Services
Oil & Gas
Other Energy
5. Issuer Size
Revenue Range	OR Aggregate Net Asset Value Range
X No Revenues	No Aggregate Net Asset Value
\$1 - \$1,000,000	\$1 - \$5,000,000
\$1,000,001 - \$5,000,000	\$5,000,001 - \$25,000,000
\$5,000,001 - \$25,000,000	\$25,000,001 - \$50,000,000
\$25,000,001 - \$100,000,000	\$50,000,001 - \$100,000,000
Over \$100,000,000	Over \$100,000,000

Decline to Disclose Decline to Disclose
Not Applicable Not Applicable
6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)
Rule 504(b)(1) (not (i), (ii) or (iii)) X Rule 506(b) Rule 504 (b)(1)(i) Rule 506(c) Rule 504 (b)(1)(ii) Securities Act Section 4(a)(5) Rule 504 (b)(1)(iii) Investment Company Act Section 3(c) Section 3(c)(1) Section 3(c)(9) Section 3(c)(2) Section 3(c)(10) Section 3(c)(3) Section 3(c)(11) Section 3(c)(4) Section 3(c)(12) Section 3(c)(5) Section 3(c)(13) Section 3(c)(6) Section 3(c)(14) Section 3(c)(7)
7. Type of Filing
X New Notice Date of First Sale 2023-10-17 First Sale Yet to Occur Amendment
8. Duration of Offering
X No Does the Issuer intend this offering to last more than one year? Yes
9. Type(s) of Securities Offered (select all that apply)
Equity Pooled Investment Fund Interests Debt Tenant-in-Common Securities X Option, Warrant or Other Right to Acquire Another Security Mineral Property Securities X Security to be Acquired Upon Exercise of Option, Warrant or Other (describe) Other Right to Acquire Security 10. Business Combination Transaction
Is this offering being made in connection with a business combination transaction, such as a Yes X No merger, acquisition or exchange offer? Clarification of Response (if Necessary):
11. Minimum Investment
Minimum investment accepted from any outside investor \$ 0 USD
12. Sales Compensation
Recipient Recipient CRD Number None H.C. Wainwright & Co., LLC 375 (Associated) Broker or Dealer X None (Associated) Broker or Dealer CRD Number X None
Street Address 1 Street Address 2 430 PARK AVENUE NEW YORK City State/Province/Country ZIP/Postal Code NEW YORK NEW YORK 10022 State(s) of Solicitation All States Non-US/Foreign
AL AK AZ AR CA CO CT DE DC FL GA HI ID IL IN IA KS KY LA ME MD MA MI MN MS MT NE NV NH NJ NM X NY NC ND OH OK OR RI SC SD TN TX UT VT VA WA WV WI WY	MO PA PR

13. Offering and Sales Amounts
Total Offering Amount	\$ 5,434,784	USD	or	Indefinite
Total Amount Sold	\$ 5,434,784	USD
Total Remaining to be Sold	\$ 0	USD	or	Indefinite
Clarification of Response (if Necessary):
				This Form D is being filed in connection with the issuance of warrants to purchase up to 4,347,827 ADSs at an exercise price of \$1.25 per ADS, with each ADS representing 10 ordinary shares, no par value per share, of the Company.
14. Investors
invested in the offering. invested in the offering:				X Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have 0 Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have 1
15. Sales Commissions & Finder's Fees Expenses
expenditure is not known, provide an estimate and check the box next to the amount.				Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an
\$ 350,000 USD Sales Commissions	Estimate
\$ 0 Finders' Fees	USD Estimate
Clarification of Response (if Necessary):
\$1.4375 per ADS, each representing 10 ordinary shares, no par value per share, of the Company.				The placement agent also received a 1% management fee and warrants to purchase 304,348 ADSs at an exercise price of
16. Use of Proceeds
				Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.
		\$ 0 USD		Estimate
Clarification of Response (if Necessary):
Signature and Submission
				Please verify the information you have entered and review the Terms of Submission below before signing
and submitting this notice. Terms of Submission
In submitting this notice, each identified issuer is:

• Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506 (d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer	Signature	Name of Signer	Title	Date
PURPLE BIOTECH LTD.	/s/ Lior Fhima	Lior Fhima	Chief Financial Officer	2023-10-31

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.