Purple Biotech Ltd.

Regulatory Filings • Jul 15, 2020

UNITED STATES SECURITIES AND EXCHANGE COMMISSION OMB APPROVAL

Washington, D.C. 20549 FORM D

OMB Number: 3235-0076 Estimated average burden hours per response 4.00

Notice of Exempt Offering of Securities

1. Issuer's Identity
CIK (Filer ID Number)	Previous Names Kitov	None	Entity Type Corporation
Name of Issuer	Pharmaceuticals Holdings Ltd.		Limited Partnership Limited Liability Company
Kitov Pharma Ltd.	Mainrom Line Logistics Ltd.		General Partnership Business Trust
Jurisdiction of Incorporation/Organization ISRAEL Year of Incorporation/Organization X Over Five Years Ago Within Last Five Years (Specify Year) Yet to Be Formed			X Other (Specify) Limited company
	2. Principal Place of Business and Contact Information
Name of Issuer Kitov Pharma Ltd. Street Address 1 ONE AZRIELI CENTER City TEL AVIV	State/Province/Country ISRAEL	Street Address 2 ROUND BUILDING ZIP/PostalCode 6701101	Phone Number of Issuer 97239333121
3. Related Persons
Last Name Israel Street Address 1 One Azrieli Center City Tel Aviv Relationship: X Clarification of Response (if Necessary): Chief Executive Officer and Director of the Issuer	First Name Isaac Street Address 2 Round Building State/Province/Country ISRAEL Executive Officer X	Director Promoter	Middle Name ZIP/PostalCode 6701101
Last Name Rowinsky Street Address 1 One Azrieli Center City Tel Aviv Relationship: Clarification of Response (if Necessary):	First Name Eric Street Address 2 Round Building State/Province/Country ISRAEL Executive Officer X Independent Director and Chairman of the Board of Directors of the Issuer	Director Promoter	Middle Name ZIP/PostalCode 6701101
Last Name Rock Street Address 1 One Azrieli Center City Tel Aviv Relationship:	First Name Simcha Street Address 2 Round Building State/Province/Country ISRAEL Executive Officer X	Director Promoter	Middle Name ZIP/PostalCode 6701101
Clarification of Response (if Necessary):
Director of the Issuer
Last Name Steinberg	First Name Steven		Middle Name

Relationship: Executive Officer X Director Clarification of Response (if Necessary): Independent Director of the Issuer Last Name First Name Agmon Ido Street Address 1 Street Address 2 One Azrieli Center Round Building City State/Province/Country Tel Aviv ISRAEL Relationship: Executive Officer X Director	Promoter Middle Name
	ZIP/PostalCode 6701101 Promoter
Clarification of Response (if Necessary):
Independent Director of the Issuer
Last Name First Name Tzror Ran Street Address 1 Street Address 2 One Azrieli Center Round Building City State/Province/Country Tel Aviv ISRAEL Relationship: Executive Officer X Director	Middle Name ZIP/PostalCode 6701101 Promoter
Clarification of Response (if Necessary):
Independent Director of the Issuer
Last Name First Name Stern-Raff Revital Street Address 1 Street Address 2 One Azrieli Center Round Building City State/Province/Country Tel Aviv ISRAEL Relationship: Executive Officer X Director	Middle Name ZIP/PostalCode 6701101 Promoter
Clarification of Response (if Necessary):
Independent Director of the Issuer
Last Name First Name Reuveni Hadas Street Address 1 Street Address 2 One Azrieli Center Round Building City State/Province/Country	Middle Name ZIP/PostalCode
Tel Aviv ISRAEL Relationship: X Executive Officer Director	6701101 Promoter
Clarification of Response (if Necessary): VP R&D of the Issuer
Last Name First Name	Middle Name
Efron Gil Street Address 1 Street Address 2 One Azrieli Center Round Building City State/Province/Country Tel Aviv ISRAEL Relationship: X Executive Officer Director	ZIP/PostalCode 6701101 Promoter
Clarification of Response (if Necessary):
Deputy CEO and Chief Financial Officer of the Issuer
Last Name First Name Liang Bertrand Street Address 1 Street Address 2 One Azrieli Center Round Building City State/Province/Country Tel Aviv ISRAEL X Relationship: Executive Officer Director	Middle Name ZIP/PostalCode 6701101 Promoter

Clarification of Response (if Necessary):

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

5. Issuer Size

Revenue Range	OR	Aggregate Net Asset Value Range
No Revenues		No Aggregate Net Asset Value
\$1 - \$1,000,000		\$1 - \$5,000,000
\$1,000,001 - \$5,000,000		\$5,000,001 - \$25,000,000
\$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		Over \$100,000,000
X Decline to Disclose		Decline to Disclose
Not Applicable		Not Applicable
6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)
Rule 504(b)(1) (not (i), (ii) or (iii))		X Rule 506(b)
Rule 504 (b)(1)(i)		Rule 506(c)
Rule 504 (b)(1)(ii)		Securities Act Section 4(a)(5)

Section 3(c)(1) Section 3(c)(9)

Rule 504 (b)(1)(iii) Investment Company Act Section 3(c)

	Section 3(c)(2) Section 3(c)(10)
	Section 3(c)(3) Section 3(c)(11)
	Section 3(c)(4) Section 3(c)(12)
	Section 3(c)(5) Section 3(c)(13)
	Section 3(c)(6) Section 3(c)(14)
	Section 3(c)(7)
7. Type of Filing
X New Notice Date of First Sale 2020-05-24 Amendment	First Sale Yet to Occur
8. Duration of Offering
Does the Issuer intend this offering to last more than one year?	X No Yes
9. Type(s) of Securities Offered (select all that apply)
X Equity	Pooled Investment Fund Interests
Debt	Tenant-in-Common Securities
Option, Warrant or Other Right to Acquire Another Security	Mineral Property Securities
Security to be Acquired Upon Exercise of Option, Warrant or	Other (describe)
Other Right to Acquire Security
10. Business Combination Transaction
Is this offering being made in connection with a business combination transaction, such as a	Yes X No
merger, acquisition
or exchange offer?
Clarification of Response (if Necessary):
11. Minimum Investment
Minimum investment accepted from any outside investor \$ 0 USD
12. Sales Compensation
Recipient	Recipient CRD Number X None
NONE
X None (Associated) Broker or Dealer	X None (Associated) Broker or Dealer CRD Number
Street Address 1	Street Address 2
NONE	NONE
City State/Province/Country	ZIP/Postal Code
NONE UNKNOWN	00000
State(s) of Solicitation All States Non-US/Foreign
AL AK AZ AR CA CO	CT DE DC FL GA HI ID
IL IN IA KS KY LA	ME MD MA MI MN MS MO
MT NE NV NH NJ NM X NY	NC ND OH OK OR PA
RI SC SD TN TX UT	VT VA WA WV WI WY PR
13. Offering and Sales Amounts
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):

Private placements of 812,500 of Filer's ADSs previously issued in June 2020, and 486,111 of Filer's ADSs to be issued in July 2020 to a former placement agent as part of a tail fee in connection with Filer's 2020 offerings.

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 1 invested in the offering:
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 Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) 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

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.