Purple Biotech Ltd.

Registration Form • Jun 8, 2018

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

OMB Number: 3235-0076

Estimated average

	Notice of Exempt Offering of Securities			burden hours per 4.00 response
1. Issuer's Identity
CIK (Filer ID Number) 0001614744		Previous Names Kitov	None	Entity Type Corporation
Name of Issuer		Pharmaceuticals Holdings Ltd.		Limited Partnership Limited Liability Company General Partnership
Kitov Pharma Ltd.		Mainrom Line Logistics Ltd.		Business Trust
ISRAEL	Jurisdiction of Incorporation/Organization			X Other (Specify) Limited company
Year of Incorporation/Organization X Over Five Years Ago Yet to Be Formed	Within Last Five Years (Specify Year)
	2. Principal Place of Business and Contact Information
Name of Issuer Kitov Pharma Ltd. Street Address 1 ONE AZRIELI CENTER			Street Address 2 ROUND BUILDING
City TEL AVIV	State/Province/Country ISRAEL		ZIP/PostalCode 6701101	Phone Number of Issuer 97239333121
3. Related Persons
Last Name Israel Street Address 1 One Azrieli Center City Tel Aviv Relationship:	Isaac ISRAEL X Executive Officer Clarification of Response (if Necessary):	First Name Street Address 2 Round Building State/Province/Country X Director		Middle Name ZIP/PostalCode 6701101 Promoter
	Chief Executive Officer and Director of the Issuer
Last Name Waymack Street Address 1 One Azrieli Center City Tel Aviv Relationship:	ISRAEL X Executive Officer	First Name John Paul Street Address 2 Round Building State/Province/Country X Director		Middle Name ZIP/PostalCode 6701101 Promoter
	Clarification of Response (if Necessary):
	Chief Medical Officer and Chairman of the Board of Directors
Last Name Rock Street Address 1	Simcha	First Name Street Address 2		Middle Name
One Azrieli Center City Tel Aviv Relationship:	ISRAEL X Executive Officer	Round Building State/Province/Country X Director		ZIP/PostalCode 6701101 Promoter

Clarification of Response (if Necessary):

Last Name		First Name		Middle Name
Steinberg		Steven
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):
Director
Last Name		First Name		Middle Name
Agmon		Ido
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):
Director
Last Name		First Name		Middle Name
Weber		Arye
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
Last Name		First Name		Middle Name
Tzror		Ran
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):
Director
Last Name		First Name		Middle Name
Stern-Raff		Revital
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):
Director
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
Last Name		First Name		Middle Name
Reuveni		Hadas

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):
Founder and Chief Technology Officer of TyrNovo
4. Industry Group
Banking & Financial Services Commercial Banking Insurance Investing Investment Banking Pooled Investment Fund Is the issuer registered as an investment company under the Investment Company	Restaurants Biotechnology Technology Health Insurance Computers Hospitals & Physicians Telecommunications X Pharmaceuticals Other Technology Other Health Care Travel Manufacturing Airlines & Airports Real Estate Lodging & Conventions Commercial Tourism & Travel
Act of 1940? Yes No Other Banking & Financial Services Business Services Energy Coal Mining Electric Utilities Energy Conservation Environmental Services Oil & Gas Other Energy	Construction Services REITS & Finance Other Travel Residential Other Other Real Estate
5. Issuer Size
Revenue Range No Revenues \$1 - \$1,000,000 \$1,000,001 - \$5,000,000 \$5,000,001 - \$25,000,000 \$25,000,001 - \$100,000,000 Over \$100,000,000 X Decline to Disclose Not Applicable	OR Aggregate Net Asset Value Range No Aggregate Net Asset Value \$1 - \$5,000,000 \$5,000,001 - \$25,000,000 \$25,000,001 - \$50,000,000 \$50,000,001 - \$100,000,000 Over \$100,000,000 Decline to Disclose Not Applicable
6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)
Rule 504(b)(1) (not (i), (ii) or (iii)) Rule 504 (b)(1)(i) Rule 504 (b)(1)(ii) Rule 504 (b)(1)(iii)	Rule 505 X Rule 506(b) Rule 506(c) Securities Act Section 4(a)(5) 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 2018-06-05 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 Debt X Option, Warrant or Other Right to Acquire Another Security Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security	Pooled Investment Fund Interests Tenant-in-Common Securities Mineral Property Securities Other (describe)
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 H.C. Wainwright & Co., LLC (Associated) Broker or Dealer X None	Recipient CRD Number None 375 (Associated) Broker or Dealer CRD Number X None
Street Address 1 430 PARK AVENUE City State/Province/Country NEW YORK NEW YORK State(s) of Solicitation All States Non-US/Foreign AL AK AZ AR CA CO IL IN IA KS KY LA X NJ X NY MT NE NV NH NM	Street Address 2 3RD FLOOR ZIP/Postal Code 10022 CT DE DC FL GA HI ID ME MD MA MI MN MS MO 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 \$ 8,150,000 USD Total Amount Sold \$ 8,150,000 USD Total Remaining to be Sold \$ 0 USD	or Indefinite or Indefinite

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 invested in the offering:	4
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	\$ 655,500 USD		X Estimate
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 \$85,000 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 Regulation D for one of the reasons stated in Rule 505(b)(2)(iii) 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/ Simcha Rock	Simcha Rock	Chief Financial Officer and Director	2018-06-07

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.