Purple Biotech Ltd. — Capital/Financing Update 2016

Jun 29, 2016

Registration No. 333-

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

Form F-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Kitov Pharmaceuticals Holdings Ltd.

(Exact Name of Registrant as Specified in its Charter)

Incorporation or Organization) Classification Code Number)

State of Israel 2834 Not Applicable (State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer Identification No.)

One Azrieli Center, Round Building,

Tel Aviv, 6701101

Israel +972-2-6254124

(Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices)

Puglisi & Associates 850 Library Avenue, Suite 204 Newark, DE 19715 (302) 738-6680

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Greenberg & Co. One Azrieli Center Tel Aviv 67021, Israel Tel: +972 (3) 607-4444

Perry Wildes, Adv. Rick A. Werner, Esq. Oded Har-Even, Esq. Shy Baranov, Adv. 26th Floor New York, New York 10112 (212) 659-7300

Gross, Kleinhendler, Haynes and Boone, LLP Robert V. Condon, III, Esq. Zysman, Aharoni, Gayer, & Hodak, Halevy, 30 Rockefeller Plaza, Zysman, Aharoni, Gayer and Co. Sullivan & Worcester LLP 1633 Broadway New York, NY 10019 Tel: (212) 660-5000

41-45 Rothschild Blvd. Beit Zion Tel Aviv 65784 Israel Tel: +972 (3) 795-5555

Approximate date of commencement of proposed sale to the public: As soon as practicable after effectiveness of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. _

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. _333-211477

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Proposed Maximum Aggregate Offering Price (1) (2)	Amount of Registration Fee
Class A Units consisting of :
Ordinary Shares, no par value per share, represented by American Depositary Shares (3) (i)
Series A Warrants to purchase American Depositary Shares (4) (ii)
Class B Units consisting of:
(i) Series B Warrants to purchase American Depositary Shares
Series A Warrants to purchase American Depositary Shares (4) (ii)
Ordinary shares underlying the American Depositary Shares issuable upon exercise of Series A Warrants
Ordinary shares underlying the American Depositary Shares issuable upon exercise of Series B Warrants
Placement agent warrants to purchase American Depositary Shares (4)
Ordinary shares underlying the American Depositary Shares issuable upon exercise of placement agent warrants (5)
Total	US \$2,000,000	US\$ 201.40

(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933. The registrant previously registered an aggregate of \$25,000,000 of its securities on a Registration Statement on Form F-1 (File No. 333-211477) declared effective by the Securities and Exchange Commission on June 28, 2016. In accordance with Rule 462(b) promulgated under the Securities Act of 1933, an additional amount of securities having a proposed maximum aggregate offering price of \$2,000,000 is hereby registered.

(2) Pursuant to Rule 416 under the Securities Act, this registration statement shall also cover any additional shares of the registrant's securities that become issuable by reason of any stock splits, stock dividends, or similar transactions.

(3) American Depositary Shares, or ADSs, issuable upon deposit of ordinary shares registered hereby are registered under a separate registration statement on Form F-6 (Registration No. 333- 207858). Each ADS represents twenty (20) ordinary shares.

(4) No separate fee is required pursuant to Rule 457(g) of the Securities Act of 1933.

(5) Represents ordinary shares underlying ADSs issuable upon exercise of warrants to purchase a number of ADSs equal to 4.0% of the number of ADSs sold in this offering (including the number of ADSs issuable upon exercise of Series B Warrants, but excluding any ADSs underlying the Series A Warrants issued in this offering), assuming a per share exercise price equal to the higher of (i) 120% of the price of the Class A Units sold in this offering and (ii) the exercise price of the Series A warrants immediately following the closing of this offering.

This Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act of 1933, as amended.

EXPLANATORY NOTE

This Registration Statement is being filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the "Securities Act") and General Instruction V of Form F-1. The contents of the Registration Statement on Form F-1, as amended (File No. 333-211477), including the exhibits thereto, filed by Kitov Pharmaceuticals Holdings Ltd. with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Act, which was declared effective by the Commission on June 28, 2016, are incorporated by reference into this Registration Statement.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tel-Aviv, State of Israel on June 29, 2016.

KITOV PHARMACEUTICALS HOLDINGS LTD.

• By: /s/ Isaac Israel Name: Isaac Israel Title: Chief Executive Officer
• By: /s/ Simcha Rock

Name: Simcha Rock Title: Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons on June 29, 2016 in the capacities indicated.

Signatures	Title	Date
* J. Paul Waymack	Chairman of the Board of Directors and Chief Medical Officer	June 29, 2016
/s/ Isaac Israel Isaac Israel	Chief Executive Officer and Director (Principal Executive Officer)	June 29, 2016
/s/ Simcha Rock Simcha Rock	Chief Financial Officer and Director (Principal Financial Officer and Principal Accounting Officer)	June 29, 2016
* Yair Katzir	Director	June 29, 2016
* Moran Sherf-Blau	Director
* Alain Zeitoun	Director	June 29, 2016
Ido Agmon	Director	June 29, 2016
* By: /s/ Isaac Israel Isaac Israel Attorney-in-fact

Signature of authorized representative in the United States

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant's duly authorized representative has signed this registration statement on Form F-1 in on this 29th day of June, 2016.

By:	Puglisi & Associates
	Authorized U.S. Representative

By: /s/ Donald J. Puglisi Name: Donald J. Puglisi Title: Managing Director

Index of Exhibits

Exhibit
Number	Exhibit Description
5.1	Opinion of Gross, Kleinhendler, Hodak, Halevy, Greenberg & Co., Israeli counsel to the Registrant, as to the validity of the ordinary shares.
23.1	Consent of Somekh Chaikin, independent registered public accounting firm, a Member Firm of KPMG International
23.2	Consent of Gross, Kleinhendler, Hodak, Halevy, Greenberg & Co., Israeli counsel to the Registrant (included in Exhibit 5.1)
24.1	Power of Attorney (incorporated by reference to the Registration Statement on Form F-1, as amended (File No. 333-211447), initially filed
	by the Registrant on May 20, 2016 and declared effective by the Securities and Exchange Commission on June 28, 2016).

Kitov Pharmaceuticals Holdings Ltd. One Azrieli Center, Round Building Tel Aviv, Israel

Ladies and Gentlemen:

We have acted as Israeli counsel to Kitov Pharmaceuticals Holdings Ltd., (the "Company"), an Israeli company, in connection with the registration by the Company of (A) 2,378,823 Class A Units, with each Class A Unit consisting of (i) one (1) American Depositary Share (the "ADSs"), or 2,378,823 ADSs (the "Initial ADSs"), in the aggregate, each representing twenty (20) ordinary shares, no par value per share of the Company, and (ii) warrants (the "Series A Warrants", and together with the Initial ADSs, the "Class A Units") to purchase one ADS per such warrant (the "Series A Warrant Shares"), or 2,378,823 Series A Warrant Shares in the aggregate, (B) 1,150,589 Class B Units, with each Class B Unit consisting of (i) a pre-funded warrant (the "Series B Warrants") to purchase one (1) ADS or 1,150,589 ADSs in the aggregate (the "Series B Warrant Shares"), and (ii) one (1) Series A Warrant (together with the Series B Warrants, the "Class B Units") to purchase one Series A Warrant Share, or 1,150,589 Series A Warrant Shares in the aggregate, and (C) warrants (the "Placement Agent Warrants", and together with the Class A Units and the Class B Units, the "Securities") issued to the Placement Agent (as defined below) to purchase 2,823,530 ADSs (such ADSs, together with the Series A Warrant Shares and Series B Warrant Shares, the "Warrant Shares"). The Securities are being registered by the Company, which has engaged H.C. Wainwright & Co., LLC (the "Placement Agent") to act as placement agent in connection with a public offering of the Company (the "Offering"). This opinion letter is rendered pursuant to Item 8(a) of Form F-1 promulgated by the United States Securities and Exchange Commission (the "SEC") and Items 601(b)(5) and (b)(23) of the SEC's Regulation S-K promulgated under the United States Securities Act of 1933, as amended (the "Securities Act").

In connection with this opinion, we have examined the originals, or photocopies or copies, certified or otherwise identified to our satisfaction, of registration statement on Form F-1 (Registration Statement No. 333-211477) (the "Initial Registration Statement") filed by the Company with the SEC, the registration statement on Form F-1 filed by the Company with the SEC in connection with the registration of certain additional securities pursuant to Rule 462 (b) and as to which this opinion is filed as an exhibit (together with the Initial Registration Statement, the "Registration Statements"), the Company's Amended and Restated Articles of Association, resolutions of the Board of Directors and Audit Committee which have heretofore been approved and relate to the Offering and such statutes, regulations, corporate records, documents, certificates and such other instruments that we have deemed relevant and necessary for the basis of our opinions hereinafter expressed. In such examination, we have assumed: (i) the authenticity of original documents and the genuineness of all signatures; (ii) the conformity to the originals of all documents submitted to us as copies; (iii) the truth, accuracy and completeness of the information, representations and warranties contained in the corporate records, documents, certificates and instruments we have reviewed; (iv) the due execution and delivery of all documents where due execution and delivery are a prerequisite to the effectiveness thereof; and (v) the legal capacity of all natural persons.

We are members of the Israel Bar and we express no opinion as to any matter relating to the laws of any jurisdiction other than the laws of the State of Israel and have not, for the purpose of giving this opinion, made any investigation of the laws of any other jurisdiction than the State of Israel.

June 29, 2016

On the basis of the foregoing, and in reliance thereon, we are of the opinion that (i) upon payment to the Company of the consideration in such amount and form as shall be determined by the Board or an authorized committee thereof, the ordinary shares underlying the Initial ADSs, when issued and sold in the Offering as described in the Registration Statement, will be duly validly issued, fully paid and non-assessable and (ii) the ordinary shares underlying the Warrant Shares, when issued and sold by the Company and delivered by the Company against receipt of the exercise price therefor as shall be determined by the Board or an authorized committee thereof, in accordance with and in the manner described in the Registration Statement and the applicable warrants, will be validly issued, fully paid and non-assessable.

We hereby consent to the filing of this opinion as an exhibit to the Company's Registration Statement and to the use of our name wherever it appears in the Registration Statement. In giving such consent, we do not believe that we are "experts" within the meaning of such term as used in the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission issued thereunder with respect to any part of the Registration Statement, including this opinion as an exhibit or otherwise.

Very truly yours,

/s/ Gross, Kleinhendler, Hodak, Halevy, Greenberg & Co. Gross, Kleinhendler, Hodak, Halevy, Greenberg & Co.

Consent of Independent Registered Public Accounting Firm

The Board of Directors Kitov Pharmaceuticals Holdings Ltd:

We consent to the use of our report dated March 16, 2016, with respect to the consolidated statements of financial position of Kitov Pharmaceuticals Holding Ltd. and its subsidiary as of December 31, 2015 and 2014, and the related consolidated statements of operations, changes in equity (deficit) and cash flows for each of the years in the three-year period ended December 31, 2015, included herein and to the reference to our firm under the heading "Experts" in the prospectus.

/s/ Somekh Chaikin

Somekh Chaikin Certified Public Accountants (Isr.) Member firm of KPMG International

Tel Aviv, Israel June 27, 2016