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Purple Biotech Ltd. Capital/Financing Update 2016

May 2, 2016

7004_rns_2016-05-02_fdfea5d8-b305-4336-a129-08d527c5a66e.pdf

Capital/Financing Update

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION OMB APPROVAL

Washington, D.C. 20549 FORM D

Notice of Exempt Offering of Securities

1. Issuer's Identity
CIK (Filer ID Number)
0001614744
Previous Names
Mainrom Line
None Entity Type
Corporation
Name of Issuer
Kitov Pharmaceuticals Holdings Ltd.
Logistics Ltd. Limited Partnership
Limited Liability Company
Jurisdiction of Incorporation/Organization
ISRAEL
General Partnership
Year of Incorporation/Organization
X
Over Five Years Ago
Business Trust
X
Other (Specify)
Within Last Five Years (Specify Year) Limited company
Yet to Be Formed
2. Principal Place of Business and Contact Information
Name of Issuer
Kitov Pharmaceuticals Holdings Ltd.
Street Address 1 Street Address 2
ONE AZRIELI CENTER, ROUND BUILDING, 23RD FLOOR
City
TEL AVIV
State/Province/Country
ISRAEL
ZIP/PostalCode
6701101
Phone Number of Issuer
011972525328200
3. Related Persons
Last Name First Name Middle Name
Israel
Street Address 1
Isaac
Street Address 2
One Azrieli Center, Round Building, 23rd Floor
City
Tel Aviv
State/Province/Country
ISRAEL
ZIP/PostalCode
6701101
Relationship:
X
Executive Officer
X
Director
Promoter
Clarification of Response (if Necessary):
Last Name
Rock
First Name
Simcha
Middle Name
Street Address 1 Street Address 2
One Azrieli Center,
City
Round Building, 23rd Floor
State/Province/Country
ZIP/PostalCode
Tel Aviv ISRAEL 6701101
Relationship:
X
Executive Officer
X
Director
Promoter
Clarification of Response (if Necessary):

OMB Number: 3235-0076

4.00

Estimated average burden hours per response

One Azrieli Center,
City
Tel Aviv
Relationship:
X
Executive Officer
Round Building, 23rd Floor
State/Province/Country
ISRAEL
X
Director
Promoter
ZIP/PostalCode
6701101
Clarification of Response (if Necessary):
Last Name
Katzir
Street Address 1
One Azrieli Center,
City
Tel Aviv
Relationship:
Executive Officer
Clarification of Response (if Necessary):
First Name
Yair
Street Address 2
Round Building, 23rd Floor
State/Province/Country
ISRAEL
X
Director
Promoter
Middle Name
ZIP/PostalCode
6701101
Last Name
Sherf-Blau
Street Address 1
One Azrieli Center,
City
Tel Aviv
Relationship:
Executive Officer
First Name
Moran
Street Address 2
Round Building, 23rd Floor
State/Province/Country
ISRAEL
X
Director
Promoter
Middle Name
ZIP/PostalCode
6701101
Clarification of Response (if Necessary):
Last Name
Zeitoun
Street Address 1
One Azrieli Center,
City
Tel Aviv
Relationship:
Executive Officer
First Name
Alain
Street Address 2
Round Building, 23rd Floor
State/Province/Country
ISRAEL
X
Director
Promoter
Middle Name
ZIP/PostalCode
6701101
Clarification of Response (if Necessary):
Last Name
Ben-Menachem
Street Address 1
One Azrieli Center,
First Name
Gil
Street Address 2
Round Building, 23rd Floor
Middle Name
City
Tel Aviv
Relationship:
State/Province/Country
ISRAEL
Director
ZIP/PostalCode
6701101
X
Executive Officer
Promoter
Clarification of Response (if Necessary):
4. Industry Group
Agriculture
Banking & Financial Services
Health Care
Biotechnology
Retailing
Restaurants
Commercial Banking
Insurance
Investing
Investment Banking
Pooled Investment Fund
Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?
Yes
No
Other Banking & Financial Services
Business Services
Energy
Coal Mining
Electric Utilities
Health Insurance
Hospitals & Physicians
X
Pharmaceuticals
Other Health Care
Manufacturing
Real Estate
Commercial
Construction
REITS & Finance
Residential
Other Real Estate
Technology
Computers
Telecommunications
Other Technology
Travel
Airlines & Airports
Lodging & Conventions
Tourism & Travel
Services
Other Travel
Other
Energy Conservation
Environmental Services
Oil & Gas
Other Energy

5. Issuer Size

Revenue Range
No Revenues
OR Aggregate Net Asset Value Range
No Aggregate Net Asset Value
\$1 - \$1,000,000
\$1,000,001 - \$5,000,000
\$5,000,001 - \$25,000,000
\$1 - \$5,000,000
\$5,000,001 - \$25,000,000
\$25,000,001 - \$50,000,000
\$25,000,001 -
\$100,000,000
\$50,000,001 - \$100,000,000
Over \$100,000,000
X
Decline to Disclose
Over \$100,000,000
Decline to Disclose
Not Applicable Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

Section 3(c)(7)
7. Type of Filing
X
New Notice
Date of First Sale
2016-05-02
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?
Clarification of Response (if Necessary):
Yes
No
X
11. Minimum Investment
Minimum investment accepted from any outside investor \$
0
USD
12. Sales Compensation
Recipient
Recipient CRD Number
X
None
(Associated) Broker or Dealer
X
None
(Associated) Broker or Dealer CRD Number
X
None
Street Address 1
Street Address 2
City
State/Province/Country
ZIP/Postal Code
State(s) of Solicitation
All States
Non-US/Foreign
AL
AK
AZ
AR
CA
CO
CT
DE
IL
IN
IA
KS
KY
LA
ME
MD
MT
NE
NV
NH
NJ
NM
NY
NC
RI
SC
SD
TN
TX
UT
VT
VA
13. Offering and Sales Amounts
DC
FL
GA
HI
ID
MA
MI
MN
MS
MO
ND
OH
OK
OR
PA
WA
WV
WI
WY
PR
Total Offering Amount \$ USD or
X
Indefinite
Total Amount Sold \$
0
USD
Total Remaining to be Sold \$ USD or
X
Indefinite

Clarification of Response (if Necessary):

A private placement to a vendor of the Filer of 9,455 of the Filer's ADSs which have been issued, and which are being offered in consideration for services provided by the vendor to the Filer.

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: 1

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 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.

0
\$
USD Estimate
--------- ----- -- ----------

Clarification of Response (if Necessary):

See clarification to item 13 above.

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 Pharmaceuticals
Holdings Ltd.
/s/Simcha Rock Simcha Rock Chief Financial Officer and Director 2016-05-02

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.