Purple Biotech Ltd.

Registration Form • Jan 26, 2019

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 Holdings Ltd.	Corporation Limited Partnership
Name of Issuer		Mainrom Line	Limited Liability Company General Partnership
Kitov Pharma Ltd.		Logistics Ltd.	Business Trust
Jurisdiction of Incorporation/Organization ISRAEL			X Other (Specify) Limited company
Year of Incorporation/Organization 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 TOWER
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
Waymack	John Paul
Street Address 1 One Azrieli Center	Street Address 2 Round Building
City	State/Province/Country		ZIP/PostalCode
Tel Aviv	ISRAEL		6701101
Relationship: X	Executive Officer X	Director Promoter
Clarification of Response (if Necessary):
	Chief Medical Officer and Chairman of the Board of Directors of the Issuer
Last Name Rock	First Name Simcha		Middle Name
Street Address 1	Street Address 2
One Azrieli Center	Round Building
City	State/Province/Country		ZIP/PostalCode
Tel Aviv Relationship:	ISRAEL Executive Officer X	Director Promoter	6701101
Clarification of Response (if Necessary):
Director of the Issuer
Last Name Steinberg	First Name Steven		Middle Name

Street Address 1 One Azrieli Center City Tel Aviv Relationship:	Executive Officer	Street Address 2 Round Building State/Province/Country ISRAEL X Director	Promoter	ZIP/PostalCode 6701101
	Clarification of Response (if Necessary):
Independent Director of the Issuer
Last Name		First Name		Middle Name
Agmon		Ido
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 Weber		First Name Arye		Middle Name
Street Address 1		Street Address 2
One Azrieli Center		Round Building
City		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 Tzror		First Name Ran		Middle Name
Street Address 1		Street Address 2
One Azrieli Center		Round Building
City		State/Province/Country		ZIP/PostalCode
Tel Aviv		ISRAEL		6701101
Relationship:			Promoter
	Executive Officer	X Director
	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		State/Province/Country		ZIP/PostalCode
Tel Aviv Relationship:	Executive Officer	ISRAEL X Director	Promoter	6701101
	Clarification of Response (if Necessary):
Independent Director of the Issuer
Last Name		First Name		Middle Name
Ben-Menachem		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	X Director	Promoter
	Clarification of Response (if Necessary):
		Vice President of Business Development and Director of the Issuer
Last Name		First Name		Middle Name
Reuveni		Hadas
Street Address 1		Street Address 2
One Azrieli Center		Round Building
City Tel Aviv		State/Province/Country ISRAEL		ZIP/PostalCode 6701101

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Efron Gil Street Address 1 One Azrieli Center City Tel Aviv ISRAEL Relationship: X Executive Officer	Street Address 2 Round Building State/Province/Country Director Promoter	ZIP/PostalCode 6701101
Clarification of Response (if Necessary):
Deputy CEO and Chief Financial Officer of the Issuer
4. Industry Group
Agriculture Banking & Financial Services Commercial Banking Insurance Investing Investment Banking Pooled Investment Fund Is the issuer registered as an investment company under the Investment Company Act of 1940? Yes No Other Banking & Financial Services Business Services Energy Coal Mining Electric Utilities Energy Conservation	Health Care Biotechnology Health Insurance Hospitals & Physicians X Pharmaceuticals Other Health Care Manufacturing Real Estate Commercial Construction REITS & Finance Residential Other Real Estate	Retailing Restaurants Technology Computers Telecommunications Other Technology Travel Airlines & Airports Lodging & Conventions Tourism & Travel Services Other Travel Other

Founder and Chief Technology Officer of TyrNovo, a subsidiary of the Issuer

5. Issuer Size

Oil & Gas Other Energy

Environmental Services

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
X 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)

Section 3(c)(1) Section 3(c)(9)

Rule 504 (b)(1)(iii) Investment Company Act Section 3(c)

	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 2019-01-18 Amendment	First Sale Yet to Occur
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)
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?	Yes X No
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 (Associated) Broker or Dealer X None	375 (Associated) Broker or Dealer CRD Number X None
Street Address 1	Street Address 2
430 PARK AVENUE	3RD FLOOR
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 MO
MT NE NV NH X 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 \$ 6,000,001 USD	or Indefinite
\$ 6,000,001 Total Amount Sold USD Total Remaining to be Sold \$ 0 USD	or Indefinite

Clarification of Response (if Necessary):

Represents the aggregate amount received from investors in connection with Issuer's registered offering of ADSs and concurrent private placement of warrants, respectively, which were issued jointly to investors for a single purchase price.

14. Investors
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.
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 2 invested in the offering:
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.
\$ 420,000 USD X Estimate Sales Commissions
Finders' Fees \$ 0 USD Estimate
Clarification of Response (if Necessary):
Represents 6% commission and 1% management fee of gross proceeds from investors for sale of ADSs in the registered offering and concurrent private placement of warrants. We also paid or reimbursed expenses of \$80,000 and issued an unregistered warrant.
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:

• 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		Title	Date
--------	-----------	--	-------	------

		Name of Signer
Kitov Pharma Ltd.	/s/ Gil Efron	Gil Efron	Deputy CEO and Chief Financial Officer	2019-01-24

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.