Purple Biotech Ltd.

Regulatory Filings • Jan 22, 2020

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
	Kitov Pharmaceuticals		Corporation
Name of Issuer	Holdings Ltd.		Limited Partnership
			Limited Liability Company
Kitov Pharma Ltd.	Mainrom Line Logistics Ltd.		General Partnership
Jurisdiction of Incorporation/Organization			Business Trust
ISRAEL			X Other (Specify)
Year of Incorporation/Organization			Limited company
X Over Five Years Ago
Within Last Five Years (Specify Year)
Yet to Be Formed
	2. Principal Place of Business and Contact Information
Name of Issuer
Kitov Pharma Ltd.
Street Address 1		Street Address 2
ONE AZRIELI CENTER		ROUND BUILDING
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
TEL AVIV	ISRAEL	6701101	97239333121
3. Related Persons
Last Name Israel	First Name Isaac		Middle Name
Street Address 1	Street Address 2
One Azrieli Center	Round Building
City	State/Province/Country		ZIP/PostalCode
Tel Aviv Relationship: X	ISRAEL Executive Officer X	Director Promoter	6701101
Clarification of Response (if Necessary):
Chief Executive Officer and Director of the Issuer
Last Name	First Name		Middle Name
Rowinsky	Eric
Street Address 1	Street Address 2
One Azrieli Center City	Round Building State/Province/Country		ZIP/PostalCode
Tel Aviv	ISRAEL		6701101
Relationship:	X Executive Officer	Director Promoter
Clarification of Response (if Necessary):
Chairman of the Board of Directors of the Issuer
Last Name	First Name		Middle Name
Rock	Simcha
Street Address 1	Street Address 2
One Azrieli Center City	Round Building State/Province/Country		ZIP/PostalCode
Tel Aviv	ISRAEL		6701101
Relationship:	Executive Officer X	Director Promoter
Clarification of Response (if Necessary):
Director of the Issuer
Last Name Steinberg	First Name Steven		Middle Name

One Azrieli Center City Tel Aviv	Street Address 2 Round Building State/Province/Country ISRAEL	ZIP/PostalCode 6701101
Relationship: Executive Officer Clarification of Response (if Necessary):	X Director Promoter
Independent Director of the Issuer
Last Name Agmon Street Address 1 One Azrieli Center City Tel Aviv Relationship: Executive Officer	First Name Ido Street Address 2 Round Building State/Province/Country ISRAEL X Director Promoter	Middle Name ZIP/PostalCode 6701101
Clarification of Response (if Necessary):
Independent Director of the Issuer
Last Name	First Name	Middle Name
Schickler	Michael
Street Address 1 One Azrieli Center	Street Address 2 Round Building
City	State/Province/Country	ZIP/PostalCode
Tel Aviv Relationship: X Executive Officer	ISRAEL Director Promoter	6701101
Clarification of Response (if Necessary):
	Head of Clinical Operations of the Issuer and former CEO of FameWave Ltd. a subsidiary of the Issuer
Last Name Tzror	First Name Ran	Middle Name
Street Address 1	Street Address 2
One Azrieli Center City	Round Building State/Province/Country	ZIP/PostalCode
Tel Aviv	ISRAEL	6701101
Relationship: Executive Officer	X Director Promoter
Clarification of Response (if Necessary):
Independent Director of the Issuer
Last Name Stern-Raff	First Name Revital	Middle Name
Street Address 1	Street Address 2
One Azrieli Center	Round Building
City Tel Aviv	State/Province/Country ISRAEL	ZIP/PostalCode 6701101
Relationship: Executive Officer	X Director Promoter
Clarification of Response (if Necessary):
Independent Director of the Issuer
Last Name	First Name	Middle Name
Ben-Menachem Street Address 1	Gil Street Address 2
One Azrieli Center	Round Building
City Tel Aviv	State/Province/Country ISRAEL	ZIP/PostalCode 6701101
Relationship: X Executive Officer	Director Promoter
Clarification of Response (if Necessary):
Vice President of Business Development of the Issuer
Last Name	First Name	Middle Name
Reuveni	Hadas
Street Address 1 One Azrieli Center	Street Address 2 Round Building
City Tel Aviv	State/Province/Country ISRAEL	ZIP/PostalCode 6701101

Clarification of Response (if Necessary):

Founder and VP R&D of TyrNovo, a subsidiary of the Issuer

Last Name	First Name	Middle Name
Efron	Gil
Street Address 1	Street Address 2
One Azrieli Center	Round Building
City Tel Aviv	State/Province/Country ISRAEL	ZIP/PostalCode 6701101
Relationship: X Executive Officer	Director Promoter
Clarification of Response (if Necessary):
Deputy CEO and Chief Financial Officer of the Issuer
4. Industry Group
Agriculture	Health Care	Retailing
Banking & Financial Services	Biotechnology	Restaurants
Commercial Banking	Health Insurance	Technology
Insurance	Hospitals & Physicians	Computers
Investing	X Pharmaceuticals	Telecommunications
		Other Technology
Investment Banking	Other Health Care	Travel
Pooled Investment Fund	Manufacturing
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
Yes No	REITS & Finance	Services
Other Banking & Financial Services	Residential	Other Travel
Business Services	Other Real Estate	Other
Energy
Coal Mining
Electric Utilities
Energy Conservation
Environmental Services
Oil & Gas
Other Energy
5. Issuer Size
Revenue Range	OR Aggregate Net Asset Value Range
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

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

X Decline to Disclose Decline to Disclose Not Applicable Not Applicable

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 2020-01-07	First Sale Yet to Occur
Amendment
8. Duration of Offering
Does the Issuer intend this offering to last more than one year?	Yes X No
9. Type(s) of Securities Offered (select all that apply)
X Equity	Pooled Investment Fund Interests
Debt	Tenant-in-Common Securities
X Option, Warrant or Other Right to Acquire Another Security	Mineral Property Securities
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 merger, acquisition or exchange offer?	X Yes No
Clarification of Response (if Necessary):
FameWave, as disclosed on Form 6-K.	An aggregate 12,948 ADSs and 6,474 warrants were issued to 2 U.S. persons as part of an exchange offer to shareholders of
11. Minimum Investment
Minimum investment accepted from any outside investor \$ 0 USD
12. Sales Compensation
Recipient	Recipient CRD Number X None
NONE X None (Associated) Broker or Dealer	X None (Associated) Broker or Dealer CRD Number
Street Address 1 NONE	Street Address 2 NONE
City State/Province/Country	ZIP/Postal Code
NONE UNKNOWN	00000
State(s) of Solicitation All States Non-US/Foreign
AL AK AZ AR X CA CO	CT DE DC FL GA HI ID
IL IN IA KS KY LA	ME MD MA MI MN MS MO
MT NE NV NH NJ NM X NY	NC ND OH OK OR PA
RI SC SD TN TX UT	VT VA WA WV WI WY PR
13. Offering and Sales Amounts
Total Offering Amount \$ 0 USD	or Indefinite
Total Amount Sold \$ 0 USD
Total Remaining to be Sold \$ 0 USD	or Indefinite

Clarification of Response (if Necessary):

See clarification to item 10 above.

14. Investors
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 invested in the offering.	2
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 invested in the offering:	2
15. Sales Commissions & Finder's Fees Expenses
Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.
Sales Commissions \$ 0 USD Estimate
Finders' Fees \$ 0 USD Estimate
Clarification of Response (if Necessary):

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
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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:

• Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*
• Irrevocably appointing each of the Secretary of the SEC and the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes; or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.
• 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
Kitov Pharma Ltd.	/s/ Gil Efron	Gil Efron		2020-01-21

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.