Purple Biotech Ltd.

Regulatory Filings • Mar 26, 2018

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

OMB Number: 3235-0076

	Notice of Exempt Offering of Securities				Estimated average burden hours per response	4.00
1. Issuer's Identity
CIK (Filer ID Number)		Previous Names	None	Entity Type
0001614744
		Kitov			Corporation
		Pharmaceuticals Holdings Ltd.			Limited Partnership
Name of Issuer					Limited Liability Company
Kitov Pharma Ltd.		Mainrom Line Logistics Ltd.			General Partnership
					Business Trust
	Jurisdiction of Incorporation/Organization				X Other (Specify) Limited company
ISRAEL 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 BUILDING, 19TH FLOOR
City	State/Province/Country		ZIP/PostalCode		Phone Number of Issuer
TEL AVIV	ISRAEL	6701101			972-3-9333121
3. Related Persons
Last Name	First Name			Middle Name
Israel	Isaac
Street Address 1		Street Address 2
One Azrieli Center City		Round Building, 19th Floor State/Province/Country		ZIP/PostalCode
Tel Aviv	ISRAEL			6701101
Relationship:	X Executive Officer	X Director	Promoter
	Clarification of Response (if Necessary):
	Chief Executive Officer and Director of the Issuer
Last Name	First Name			Middle Name
Waymack Street Address 1	John Paul	Street Address 2
One Azrieli Center		Round Building, 19th Floor
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
Last Name	First Name			Middle Name
Rock	Simcha
Street Address 1		Street Address 2
One Azrieli Center City		Round Building, 19th Floor State/Province/Country		ZIP/PostalCode
Tel Aviv	ISRAEL			6701101
Relationship:	X Executive Officer	X Director	Promoter

Clarification of Response (if Necessary):

Last Name Steinberg	First Name Steven	Middle Name
Street Address 1	Street Address 2
One Azrieli Center	Round Building, 19th Floor
City	State/Province/Country	ZIP/PostalCode
Tel Aviv	ISRAEL	6701101
Relationship: Executive Officer	X Director Promoter
Clarification of Response (if Necessary):
Director
Last Name Agmon	First Name Ido	Middle Name
Street Address 1	Street Address 2
One Azrieli Center	Round Building, 19th Floor
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
Weber	Arye
Street Address 1	Street Address 2
One Azrieli Center	Round Building, 19th Floor
City	State/Province/Country	ZIP/PostalCode
Tel Aviv	ISRAEL	6701101
Relationship: Executive Officer	X Director Promoter
Clarification of Response (if Necessary):
Director
Last Name Tzror	First Name Ran	Middle Name
Street Address 1	Street Address 2
One Azrieli Center	Round Building, 19th Floor
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
Stern-Raff	Revital
Street Address 1	Street Address 2
One Azrieli Center	Round Building, 19th Floor
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, 19th Floor
City	State/Province/Country	ZIP/PostalCode
Tel Aviv	ISRAEL	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 One Azrieli Center City Tel Aviv	Street Address 2 Round Building, 19th Floor State/Province/Country ZIP/PostalCode ISRAEL 6701101
Relationship: X Executive Officer	Director Promoter
Clarification of Response (if Necessary):
	Founder and Chief Technology Officer of TyrNovo Ltd., a subsidiary of the Filer
4. Industry Group
Agriculture Banking & Financial Services Commercial Banking	Health Care Retailing Restaurants Biotechnology Technology Health Insurance
Insurance Investing Investment Banking	Computers Hospitals & Physicians Telecommunications X Pharmaceuticals Other Technology Other Health Care
Pooled Investment Fund Is the issuer registered as an investment company under the Investment Company Act of 1940? Yes No Other Banking & Financial Services	Travel Manufacturing Airlines & Airports Real Estate Lodging & Conventions Commercial Tourism & Travel Construction Services REITS & Finance Other Travel Residential
Business Services Energy Coal Mining Electric Utilities Energy Conservation Environmental Services Oil & Gas Other Energy	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	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	Not Applicable
Rule 504(b)(1) (not (i), (ii) or (iii)) Rule 504 (b)(1)(i) Rule 504 (b)(1)(ii) Rule 504 (b)(1)(iii)	6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply) Rule 505 X Rule 506(b) Rule 506(c) Securities Act Section 4(a)(5) Investment Company Act Section 3(c)

Section 3(c)(4) Section 3(c)(5) Section 3(c)(6) Section 3(c)(7)	Section 3(c)(12) Section 3(c)(13) Section 3(c)(14)
7. Type of Filing
X New Notice Date of First Sale 2018-03-15 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)
X Equity Debt 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 merger, acquisition or exchange offer?	X Yes No
Clarification of Response (if Necessary):
An aggregate 1,462,936 of Filer's ordinary shares were issued to 2 U.S. persons as part of an exchange offer to certain shareholders of the Filer's subsidiary TyrNovo, as disclosed by the Filer on Form 6-K furnished to the Commission on March 15, 2018.
11. Minimum Investment
Minimum investment accepted from any outside investor \$ 0 USD
12. Sales Compensation
Recipient None	Recipient CRD Number X None
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
Street Address 1 NONE NONE City State/Province/Country NONE UNKNOWN	Street Address 2 ZIP/Postal Code 0000000
State(s) of Solicitation All States Non-US/Foreign AL AK AZ AR X CA CO CT IL IN IA KS KY LA ME MT NE NV NH NJ NM NY RI SC SD TN X TX UT VT	DE DC FL GA HI ID MD MA MI MN MS MO NC ND OH OK OR PA VA WA WV WI WY PR
13. Offering and Sales Amounts
Total Offering Amount \$ 0 USD or Total Amount Sold \$ 0 USD Total Remaining to be Sold \$ 0 USD or	Indefinite Indefinite

Clarification of Response (if Necessary):

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. 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: 15. Sales Commissions & Finder's Fees Expenses	2 2
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.

Signature and Submission
Clarification of Response (if Necessary):
\$ 0 USD Estimate
above. If the amount is unknown, provide an estimate and check the box next to the amount.

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	2018-03-26

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.