PURPLE BIOTECH LTD. — Major Shareholding Notification 2018

May 15, 2018

SC 13G/A 1 kitov_13ga1.htm SC 13G/A Field: Rule-Page

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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.

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(Name of Issuer)

Ordinary Shares

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(Title of Class of Securities)

49803V107

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(CUSIP Number)

May 14, 2018

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(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed: o Rule 13d-1(b) x Rule 13d-1(c) o 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 deemed to 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).

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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) (a) o (b) o |
| 3. | SEC
USE ONLY |
| 4. | CITIZENSHIP
OR PLACE OF ORGANIZATION ONTARIO, CANADA |

| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | SOLE
VOTING POWER 0 |
| --- | --- |
| 6. | SHARED
VOTING POWER 541,600 American Depositary Shares (ADSs) |
| 7. | SOLE
DISPOSITIVE POWER 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) o |
| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 4.7% 1 |
| 12. | TYPE
OF REPORTING PERSON (see instructions) CO |

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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.

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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) o (b) o |
| 3. | SEC
USE ONLY |
| 4. | CITIZENSHIP
OR PLACE OF ORGANIZATION ONTARIO, CANADA |

| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | SOLE
VOTING POWER 0 |
| --- | --- |
| 6. | SHARED
VOTING POWER 541,600 ADSs |
| 7. | SOLE
DISPOSITIVE POWER 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) o |
| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 4.7% 2 |
| 12. | TYPE
OF REPORTING PERSON (see instructions) IN |

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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.

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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. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) o (b) o |
| 3. | SEC
USE ONLY |
| 4. | CITIZENSHIP
OR PLACE OF ORGANIZATION CAYMAN ISLANDS |

| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | SOLE
VOTING POWER 0 |
| --- | --- |
| 6. | SHARED
VOTING POWER 541,600 ADSs |
| 7. | SOLE
DISPOSITIVE POWER 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) o |
| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 4.7% 3 |
| 12. | TYPE
OF REPORTING PERSON (see instructions) PN |

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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.

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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 |

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CUSIP No. 49803V107 13G/A Page 6 of 8 Pages

Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

| (a) | o | Broker or dealer registered
under section 15 of the Act (15 U.S.C. 78o). |
| --- | --- | --- |
| (b) | o | Bank as defined in section 3(a)(6) of the
Act (15 U.S.C. 78c). |
| (c) | o | Insurance company as defined in section
3(a)(19) of the Act (15 U.S.C. 78c). |
| (d) | o | Investment company registered under section
8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). |
| (e) | o | An investment adviser in accordance with
§240.13d-1(b)(1)(ii)(E); |
| (f) | o | An employee benefit plan or endowment fund
in accordance with §240.13d-1(b)(1)(ii)(F); |
| (g) | o | A parent holding company or control person
in accordance with §240.13d-1(b)(1)(ii)(G); |
| (h) | o | A savings associations as defined in Section
3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
| (i) | o | A church plan that is excluded from the
definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
| (j) | o | Group, in accordance with §240.13d-1(b)(1)(ii)(J). |

Item 4. Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

| (a) | Amount
beneficially owned: Rosalind Master Fund
L.P. is the record owner of 385,000 shares of the issuer’s American Depositary Shares (ADS’s) and 156,600 shares of
NASDAQ Listed “Series A” Warrants. Rosalind Advisors,
Inc. is the investment advisor to RMF and may be deemed to be the beneficial owner of shares held by RMF. Steven Salamon
is the portfolio manager of the Advisor and may be deemed to be the beneficial owner of shares held by RMF. Notwithstanding
the foregoing, the Advisor and Mr. Salamon disclaim beneficial ownership of the shares. |
| --- | --- |
| (b) | Percent
of class: Rosalind Advisors,
Inc. – 4.7% Rosalind Master
Fund L.P. – 4.7% Steven Salamon
– 4.7% |

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CUSIP No. 49803V107 13G/A Page 7 of 8 Pages

(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 represent a right 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 date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following o .

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

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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 or influencing 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