Purple Biotech Ltd.

Major Shareholding Notification • May 16, 2018

SC 13G/A 1 kitov 13ga1.htm SC 13G/A

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

SCHEDULE 13G/A

(Amendment No. 1)

Under the Securities Exchange Act of 1934

Kitov Pharma Ltd.

(Name of Issuer)

Ordinary Shares

(Title of Class of Securities)

49803V107

(CUSIP Number)

May 14, 2018

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

□ Rule 13d-1(b)

区 Rule 13d-1(c)

□ Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

	CUSIP No. 49803V107		13G/A	Page 2 of 8 Pages
1.			NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Rosalind Advisors, Inc.
2.			CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(see instructions) 0 (a)
(b)	-
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION
	ONTARIO, CANADA
		5.	SOLE VOTING POWER
			0
NUMBER OF SHARES BENEFICIALLY		6.	SHARED VOTING POWER
			541,600 American Depositary Shares (ADSs)
OWNED BY EACH		7.	SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH		8.	0 SHARED DISPOSITIVE POWER
			541,600 ADSs
9.			AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	541,600 ADSs
10.			CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
	(see instructions) ロ
			11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	4.7%1
12.			TYPE OF REPORTING PERSON (see instructions)
	CO

¹ This percentage is calculated based on 11,614,223 shares held as American Depositary Shares (ADS), each representing twenty (20) of the issuer's Ordinary Shares outstanding as of February 28, 2018 as reported in the Issuer's Form 20-F filed with the SEC on March 5, 2018.

	CUSIP No. 49803V107		13G/A	Page 3 of 8 Pages
1.			NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Steven Salamon
2.			CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(see instructions) (a) -
	(b)
3.	SEC USE ONLY
4.			CITIZENSHIP OR PLACE OF ORGANIZATION
	ONTARIO, CANADA
		5.	SOLE VOTING POWER
			0
number of SHARES BENEFICIALLY		6.	SHARED VOTING POWER
			541,600 ADSs
OWNED BY EACH	7.	SOLE DISPOSITIVE POWER
REPORTING PERSON WITH			0
		8.	SHARED DISPOSITIVE POWER
			541,600 ADSs
9.			AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	541,600 ADSs
10.			CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
	(see instructions)
11.			PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	4.7%2
12.			TYPE OF REPORTING PERSON (see instructions)
	IN

² This percentage is calculated based on 11,614,223 shares held as American Depositary Shares (ADS), each representing twenty (20) of the issuer's Ordinary Shares outstanding as of February 28, 2018 as reported in the Issuer's Form 20-F filed with the SEC on March 5, 2018.

	CUSIP No. 49803V107		13G/A	Page 4 of 8 Pages
1.			NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Rosalind Master Fund L.P.
2.	(see instructions) (a) (b)		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION
	CAYMAN ISLANDS
		న్.	SOLE VOTING POWER
	NUMBER OF SHARES	6.	0 SHARED VOTING POWER
BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7.	541,600 ADSs SOLE DISPOSITIVE POWER 0
		8.	SHARED DISPOSITIVE POWER 541,600 ADSs
9.	541,600 ADSs		AGGREGATE AMQUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10.	(see instructions) □		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
11.			PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	4.7%3
12.			TYPE OF REPORTING PERSON (see instructions)
	PN

³ This percentage is calculated based on 11,614,223 shares held as American Depositary Shares (ADS), each representing twenty (20) of the issuer's Ordinary Shares outstanding as of February 28, 2018 as reported in the Issuer's Form 20-F filed with the SEC on March 5, 2018.

CUSIP No. 49803V107

13G/A

Page 5 of 8 Pages

Item 1.

• (a) Name of Issuer: KITOV PHARMA LTD.
• (b) Address of Issuer's Principal Executive Offices One Azrieli Center, Round Tower, 132 Menachem Begin Road, Tel Aviv 6701101, Israel

Item 2.

(a) Name of Person Filing

Rosalind Advisors, Inc. ("Advisor" to RMF) Rosalind Master Fund L.P. ("RMF") Steven Salamon ("President") Steven Salamon is the portfolio manager of the Advisor to RMF.

(b) Address of the Principal Office or, if none, residence Rosalind Advisors, Inc. 175 Bloor Street East Suite 1316, North Tower Toronto, Ontario M4W 3R8 Canada

Rosalind Master Fund L.P. P.O. Box 309 Ugland House, Grand Cayman KY1-1104, Cayman Islands

Steven Salamon 175 Bloor Street East Suite 1316, North Tower Toronto, Ontario M4W 3R8 Canada

(c) Citizenship Rosalind Advisors, Inc.: Ontario, Canada Rosalind Master Fund L.P.: Cayman Islands

Steven Salamon: Ontario, Canada

• (d) Title of Class of Securities Ordinary Shares
• (e) CUSIP Number 49803V107

			CUSIP No. 49803V107
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CUSIP No. 49803V107

13G/A

Page 7 of 8 Pages

• Number of shares as to which the person has: (c)
  • (i) Shared power to vote or to direct the vote

Rosalind Advisors, Inc. - 541,600 ADSs Rosalind Master Fund L.P. – 541,600 ADSs Steven Salamon - 541,600 ADSs

• (ii) Sole power to dispose or to direct the disposition of 0
• (iii) Shared power to dispose or to direct the disposition of

Rosalind Advisors, Inc. - 541,600 ADSs Rosalind Master Fund L.P. – 541,600 ADSs Steven Salamon – 541,600 ADSs

Instruction. For computations regarding securities which to acquire an underlying security see §240.13d-3(d)(1).

Item 5. Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following - □.

Instruction. Dissolution of a group requires a response to this item.

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

Item 7 – 9. Not Applicable

CUSIP No. 49803V107

13G/A

Page 8 of 8 Pages

Item 10. Certification.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

5/16/2018 Date

/s/ Steven Salamon Signature

Steven Salamon/President Rosalind Advisors, Inc. Name/Title

EX-99.A 2 ex a.htm EXHIBIT A

Joint Filing Agreement

The undersigned hereby agree that this Statement on Schedule 13G/A with respect to the beneficial ownership of shares of Common Stock of KITOV PHARMA LTD. is filed jointly, on behalf of each of them.

Rosalind Advisors, Inc.

By: /s/ Steven Salamon Name: Steven Salamon Title: President

Rosalind Master Fund L.P.

By: /s/ Mike McDonald Name: Mike McDonald Title: Director, Rosalind (Cayman) Ltd. (as General Partner to Rosalind Master Fund)