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Purple Biotech Ltd.

Foreign Filer Report Feb 9, 2022

7004_rns_2022-02-09_2518af29-d460-454e-9c06-8177ef347698.pdf

Foreign Filer Report

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

FORM 6-K

Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934

For the month of February 2022 Commission File Number: 001-37643

PURPLE BIOTECH LTD. (Translation of registrant's name into English)

4 Oppenheimer Street, Science Park, Rehovot 7670104, Israel (Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

Indicate by check mark if the Registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

Indicate by check mark if the Registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

On February 9, 2022, Purple Biotech Ltd. (the "Company" or the "Registrant") issued a press release, "Purple Biotech Reports Second Half and Full-Year 2021 Financial Results", which is attached hereto as Exhibit 99.1.

Exhibit

99.1 Purple Biotech Reports Second Half and Full-Year 2021 Financial Results

Incorporation by Reference

This Form 6-K, including all exhibits attached hereto, is hereby incorporated by reference into each of the Registrant's Registration Statement on Form S-8 filed with the Securities and Exchange Commission on May 20, 2016 (Registration file number 333-211478), the Registrant's Registration Statement on Form S-8 filed with the Securities and Exchange Commission on June 6, 2017 (Registration file number 333-218538), the Registrant's Registration Statement on Form F-3, as amended, originally filed with the Securities and Exchange Commission on July 16, 2018 (Registration file number 333- 226195), the Registrant's Registration Statement on Form S-8 filed with the Securities and Exchange Commission on March 28, 2019 (Registration file number 333-230584), the Registrant's Registration Statement on Form F-3 filed with the Securities and Exchange Commission on September 16, 2019 (Registration file number 333-233795), the Registrant's Registration Statement on Form F-3 filed with the Securities and Exchange Commission on December 2, 2019 (Registration file number 333-235327), the Registrant's Registration Statement on Form F-3 filed with the Securities and Exchange Commission on May 13, 2020 (Registration file number 333- 238229), the Registrant's Registration Statement on Form S-8 filed with the Securities and Exchange Commission on May 18, 2020 (Registration file number 333-238481) and each of the Registrant's Registration Statements on Form F-3 filed with the Securities and Exchange Commission on July 10, 2020 (Registration file numbers 333-239807 and 333-233793), to be a part thereof from the date on which this report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

February 9, 2022 PURPLE BIOTECH LTD.

By: /s/ Isaac Israel

Isaac Israel Chief Executive Officer

Purple Biotech Reports Second Half and Full-Year 2021 Financial Results

REHOVOT, Israel, February 9, 2022 - Purple Biotech Ltd. ("Purple Biotech", or the "Company") (NASDAQ/TASE: PPBT), a clinical-stage company developing first-in-class, effective and durable therapies by overcoming tumor immune evasion and drug resistance, today announced financial results for the year and the six months ended December 31, 2021.

"We achieved significant progress in the advancement of our promising oncology pipeline during this year with notable data releases in both of our lead candidates," said Gil Efron, President and Chief Financial Officer of Purple Biotech. "For NT219, we are currently treating patients in the fourth dose cohort monotherapy arm of the ongoing Phase 1/2 clinical trial and have initiated the first dose level in the combination arm of the study together with cetuximab for patients with squamous cell carcinoma of head and neck (SCCHN). For CM24, we are about to complete dose escalation of the phase 1b/2 of the study and will soon initiate the expansion arms of the study in non-small-cell lung cancer (NSCLC) and pancreatic cancer. We are encouraged by the preliminary data reported from the first patients treated in each of the studies released in 2021 and are planning to expand both programs to additional promising indications in 2022."

"We continue to be focused on development of our robust oncology programs, supported by a strong balance sheet. With \$47.4 million in cash, cash equivalent, short and long-term deposits at the end of December 2021, our cash runway extends into 2024," concluded Mr. Efron.

Financial Results for the Year Ended December 31, 2021

Research and Development Expenses were \$11.8 million, an increase of \$4.6 million, or 64%, compared to \$7.2 million in the same period of 2020. The increase was due to expenses related to the ongoing NT219 and CM24 clinical trials, including the manufacturing of drug for the studies.

Selling, General and Administrative Expenses were \$6.1 million, compared to \$6.0 million in the same period of 2020, an increase of \$0.1 million.

Operating Loss was \$17.9 million, an increase of \$4.7 million, or 36%, compared to \$13.2 million in the same period of 2020. The increase was mainly due to the increase in research and development expenses.

On a non-IFRS basis (as reconciled below), adjusted operating loss was \$15.8 million, an increase of \$5.2 million, compared to \$10.6 million in the same period of 2020, mainly due to the increased expenses for clinical studies and manufacturing of drug for these studies.

Net Loss for 2021 was \$18.5 million, or \$1.05 per basic and diluted share, compared to a net loss of \$28 million, or \$2.45 per basic and diluted share, in 2020. The decrease in net loss was mainly due to \$15.7 million in expenses related to a change in the fair value of derivatives, offset by an increase of \$4.7 million in operating expenses. Adjusted net loss for the year was \$15.7 million, an increase from \$10.4 million in the full year of 2020.

As of December 31, 2021, Purple Biotech had cash and cash equivalents and short- and long-term deposits of \$47.4 million, compared to \$60.8 million on December 31, 2020. The Company believes that its cash position will provide sufficient resources to support its currently anticipated ongoing needs into 2024.

Discontinued Operation. As previously reported, COVID-19 adversely impacted the launch of Consensi in the United States. In October 2021, the Company agreed, together with its then U.S distributor for Consensi, Coeptis Pharmaceuticals Inc., to terminate the distribution agreement. Despite our efforts to identify an alternative distributor for Consensi in the U.S., we concluded that commercialization of Consensi, both in the U.S market and elsewhere, is not likely to generate significant revenue and achieve profitability in the near term. In order to reduce the expenses involved in maintaining the product, it was concluded to discontinue Consensi activities and to allocate the funds to our core oncology activities. In parallel, the agreements with Kuhnil Pharmaceuticals Inc.'s for the territory of South Korea and Hebei Changshan Biochemical Pharmaceutical Co., Ltd. for the territory of China were terminated. Consequently, the Company is reporting Consensi as a discontinued operation. Loss from discontinued operation in 2021 was \$0.6 million compared to profit from discontinued operation of \$0.6 million in 2020. The decrease in profit is mainly due to a decrease in Consensi revenues of \$1.0 million generated in 2020.

Financial Results for the Six Months Ended June 30, 2021

Research and Development Expenses were \$4.9 million, an increase of \$0.6 million, or 14%, compared to \$4.3 million in the same period of 2020. The increase was due to expenses related to the CM24 clinical trials that started in the first half of 2021.

Selling, General and Administrative Expenses were \$2.9 million, compared to \$3.9 million in the same period of 2020, a decrease of \$1 million. The decrease was mainly due to a \$0.9 million decrease in employee equity-based compensation (ESOP) costs.

Operating Loss was \$7.8 million, a decrease of \$0.5 million, or 6%, compared to \$8.3 million in the same period of 2020.

On a non-IFRS basis (as reconciled below), adjusted operating loss was \$7.1 million, a decrease of \$0.7 million, compared to \$6.4 million in the same period of 2020, mainly to decrease in Selling, General and Administrative Expenses offset by increase in R&D expenses.

Net Loss for the second half of 2021 was \$8.3 million, or \$0.47 per basic and diluted share, compared to a net loss of \$0.2 million, or \$0.01 per basic share and \$0.47 per diluted share, in the second half of 2020. The increase in net loss was mainly due to decrease of \$7.9 million in income related to a change in the fair value of derivatives, offset by an increase of \$0.5 million in operating expenses and decrease of \$1 million in revenues. Adjusted net loss for the second half of 2021 was \$7.0 million, an increase from \$6.3 million in the second half of 2020.

About Purple Biotech

Purple Biotech Ltd. is a clinical-stage company developing first-in-class therapies by overcoming tumor immune evasion and drug resistance. The Company's oncology pipeline includes NT219 and CM24. NT219 is a dual inhibitor, novel small molecule that simultaneously targets IRS1/2 and STAT3. The Company is currently advancing NT219 as a monotherapy treatment of solid tumors, and have initiated a dose escalation of NT219 in combination with cetuximab for the treatment of recurrent and/or metastatic squamous cell carcinoma of the head and neck cancer (SCCHN) or colorectal adenocarcinoma in a phase 1/2 study, to be followed by an expansion phase of NT219 at its recommended phase 2 level in combination with cetuximab in patients with recurrent and/or metastatic squamous cell carcinoma of the head and neck cancer. CM24 is a humanized monoclonal antibody that blocks CEACAM1, an immune checkpoint protein that supports tumor immune evasion and survival through multiple pathways. The Company is advancing CM24 as a combination therapy with anti-PD-1 checkpoint inhibitors in selected cancer indications in a phase 1b study followed by a phase 2 for the treatment of non-small cell lung cancer and pancreatic cancer. The Company has entered into a clinical collaboration agreement, as amended, with Bristol Myers Squibb for the planned phase 1/2 clinical trials to evaluate the combination of CM24 with the PD-1 inhibitor nivolumab (Opdivo®) in patients with non-small cell lung cancer and in combination with nivolumab in addition to nab-paclitaxel (ABRAXANE®) in patients with pancreatic cancer. The Company's corporate headquarters are located in Rehovot, Israel. For more information, please visit https://www.purple-biotech.com.

Forward-Looking Statements and Safe Harbor Statement

Certain statements in this press release that are forward-looking and not statements of historical fact are forward looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements include, but are not limited to, statements that are not statements of historical fact, and may be identified by words such as "believe", "expect", "intend", "plan", "may", "should", "could", "might", "seek", "target", "will", "project", "forecast", "continue" or "anticipate" or their negatives or variations of these words or other comparable words or by the fact that these statements do not relate strictly to historical matters. You should not place undue reliance on these forwardlooking statements, which are not guarantees of future performance. Forward-looking statements reflect our current views, expectations, beliefs or intentions with respect to future events, and are subject to a number of assumptions, involve known and unknown risks, many of which are beyond our control, as well as uncertainties and other factors that may cause our actual results, performance or achievements to be significantly different from any future results, performance or achievements expressed or implied by the forward-looking statements. Important factors that could cause or contribute to such differences include, among others, risks relating to: the plans, strategies and objectives of management for future operations; product development for NT219 and CM24; the process by which early stage therapeutic candidates such as NT219 and CM24 could potentially lead to an approved drug product is long and subject to highly significant risks, particularly with respect to a joint development collaboration; the fact that drug development and commercialization involves a lengthy and expensive process with uncertain outcomes; our ability to successfully develop and commercialize our pharmaceutical products; the expense, length, progress and results of any clinical trials; the impact of any changes in regulation and legislation that could affect the pharmaceutical industry; the difficulty in receiving the regulatory approvals necessary in order to commercialize our products; the difficulty of predicting actions of the U.S. Food and Drug Administration or any other applicable regulator of pharmaceutical products; the regulatory environment and changes in the health policies and regimes in the countries in which we operate; the uncertainty surrounding the actual market reception to our pharmaceutical products once cleared for marketing in a particular market; the introduction of competing products; patents obtained by competitors; dependence on the effectiveness of our patents and other protections for innovative products; our ability to obtain, maintain and defend issued patents; the commencement of any patent interference or infringement action against our patents, and our ability to prevail, obtain a favorable decision or recover damages in any such action; and the exposure to litigation, including patent litigation, and/or regulatory actions, and other factors that are discussed in our Annual Report on Form 20-F for the year ended December 31, 2020 and in our other filings with the U.S. Securities and Exchange Commission ("SEC"), including our cautionary discussion of risks and uncertainties under "Risk Factors" in our Registration Statements and Annual Reports. These are factors that we believe could cause our actual results to differ materially from expected results. Other factors besides those we have listed could also adversely affect us. Any forward-looking statement in this press release speaks only as of the date which it is made. We disclaim any intention or obligation to publicly update or revise any forward-looking statement or other information contained herein, whether as a result of new information, future events or otherwise, except as required by applicable law. You are advised, however, to consult any additional disclosures we make in our reports to the SEC, which are available on the SEC's website, https://www.sec.gov.

Company Contact:

Gil Efron

President& Chief Financial Officer

[email protected]

Consolidated Unaudited Statements of Financial Positions

As of December 31,
2021 2020
USD USD
thousands
thousands
Current assets
Cash and cash equivalents 10,890 11,247
Short term deposits 36,310 46,558
Trade receivables - 500
Other current assets 1,273 977
Total current assets 48,473 59,282
Non-current assets
Other investments 187 -
Right to use assets 619 790
Fixed assets, net 277 178
Long term deposits 160 3,071
Intangible assets 20,482 20,482
Total assets 70,198 83,803
Current liabilities
Lease liability -short term 199 207
Accounts payable 1,473 1,198
Other payables 2,578 1,693
Total current liabilities 4,250 3,098
Non-current liabilities
Lease liability 550 688
Post-employment benefit liabilities 292 265
Total non-current liabilities 842 953
Equity
Share capital, no par value - -
Share premium 123,951 118,909
Receipts on account of warrants 28,017 29,984
Capital reserve for share based payment 8,862 8,115
Capital reserve from transactions with related parties 761 761
Capital reserve from transactions with non-controlling interest (859) (859)
Accumulated loss (95,905) (77,521)
Equity attributable to owners of the Company 64,827 79,389
Non-controlling interest 279 363
Total equity 65,106 79,752
70,198 83,803
Total liabilities and equity

Consolidated Unaudited Statements of Operations

For the year ended
December 31,
For the six months ended
December 31,
2021
USD
thousands
2020
USD
thousands
2021
USD
thousands
2020
USD
thousands
Revenues - - - -
Research and development expenses 11,827 7,238 4,867 4,324
Sales, general and administrative expenses 6,107 6,001 2,914 3,948
Total operating expenses 17,934 13,239 7,781 8,272
Operating loss 17,934 13,239 7,781 8,272
Expenses (income) on account of warrants - 15,655 (7,928)
Finance expenses
Finance income
212
(320)
61
(254)
90
(124)
46
(170)
Finance expenses (income), net (108) 15,462 (34) (8,052)
Loss for the year from continuing operations 17,826 28,701 7,747 220
Loss (Profit) from discontinued operation 642 (627) 508 38
Loss attributable to:
Owners of the Company 18,384 27,999 8,209 220
Non-controlling interests 84 75 46 38
18,468 28,074 8,255 258
Loss per share date
Continuing operations
Basic loss per ADS - USD 1.01 2.50 0.44 0.01
Diluted loss per ADS - USD 1.01 2.50 0.44 0.47
Number of shares used in calculating basic loss per ADS 17,568,036 11,500,113 17,680,054 16,928,162
Number of shares used in calculating diluted loss per ADS 17,568,036 11,500,113 17,680,054 17,160,018
Discontinued operation
Basic loss (profit) per ADS – USD 0.04 (0.05) 0.029 0.002
Diluted loss (profit) per ADS - USD 0.04 (0.05) 0.029 0.002
Number of shares used in calculating basic loss per ADS 17,568,036 11,500,113 17,680,054 16,928,162
Number of shares used in calculating diluted loss per ADS 17,568,036 11,500,113 17,680,054 17,160,018

Consolidated Unaudited Statements of Cash Flow

For the year ended
December 31,
For the six months ended
December 31,
2021 2020 2021 2020
USD
thousands
USD
thousands
USD
thousands
USD
thousands
Cash flows from operating activities from continuing operation:
Loss for the period from continuing operation (17,826) (28,701) (7,747) (220)
Adjustments:
Depreciation 231 235 124 143
Finance expense (income), net (108) 15,462 (34) (8,052)
Share-based payments 2,082 2,645 697 1,895
(15,621) (10,359) (6,960) (6,234)
Changes in assets and liabilities:
Changes in trade receivables and other current assets (316) 1,002 (727) 380
Changes in accounts payable 266 (2,537) (340) 32
Changes in other payables 573 (572) 1,122 (923)
Changes in post-employment benefit liabilities 27 (20) 27 19
550 (2,127) 82 (492)
Net cash used in operating activities from continuing operation (15,071) (12,486) (6,878) (6,726)
Cash flows from investing activities from continuing operation:
Cash assumed as part of acquisition of Famewave - 69 - -
Decrease (increase) in deposits 13,162 (49,618) 6,396 (49,618)
Interest received 359 110 244 71
Acquisition of fixed assets (115) (156) (6) (156)
Net cash provided by (used in) investing activities from continuing
operation 13,406 (49,595) 6,634 (49,703)
Cash flows from financing activities from continuing operation:
Proceeds from issuance of ADSs 564 27,925 564 -
ADS issuance expenses paid (24) (2,074) (24) (34)
Proceeds from issuance of warrants - 26,574 - -
Warrants issuance expenses paid - (3,281) - (150)
Proceeds from exercise of warrants 1,200 19,547 - 5,627
Repayment of lease liability (153) (188) (80) (108)
Interest paid (75) (15) (38) (4)
Net cash provided by financing activities from continuing operation 1,512 68,488 422 5,331

Consolidated Unaudited Statements of Cash Flow (cont'd)

For the year ended
December 31,
For the six months ended
December 31,
2021
USD
thousands
2020
USD
thousands
2021
USD
thousands
2020
USD
thousands
Cash flows in respect of discontinued operation as follows:
Net cash from (used in) operating activities (180) 394 185 (725)
Net cash from investing activities - - - -
Net cash from financing activities - - - -
Net cash from (used in) discontinued operation (180) 394 185 (725)
Net increase (decrease) in cash and cash equivalents (333) 6,801 363 (51,823)
Cash and cash equivalents at the beginning of the period 11,247 4,385 10,540 62,995
Effect of translation adjustments on cash and equivalents (24) 61 (13) 75
Cash and cash equivalents at end of the period 10,890 11,247 10,890 11,247

Reconciliation of Non-IFRS financial Results

Reconciliation of Adjusted Operating Loss

For the year ended
December 31,
For the six months ended
December 31,
2021
USD
thousands
2020
USD
thousands
2021
USD
thousands
2020
USD
thousands
Operating loss for the year 17,934 13,239 7,781 8,272
Less ESOP expenses (2,082) (2,645) (697) (1,895)
15,852 10,594 7,084 6,377

Reconciliation of Adjusted Net Loss

For the year ended
December 31,
For the six months ended
December 31,
2021 2020
USD
2021
USD
2020
USD
USD
thousands thousands thousands thousands
Net loss for the year 18,468 28,074 8,255 258
Less warrant expenses - (15,655) - 7,928
Less ESOP expenses (2,082) (2,645) (697) (1,895)
Less loss (profit) from discontinued operation (642) 627 (508) (38)
15,744 10,401 7,050 6,253

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