Purple Biotech : Other Report or Announcement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION	OMB APPROVAL
Washington, D.C. 20549	OMB Number:	3235-0076
FORM D
Estimated average burden	4.00
	hours per response

Notice of Exempt Offering of Securities

1. Issuer's Identity

CIK (Filer ID Number)

0001614744

Name of Issuer

PURPLE BIOTECH LTD.

Jurisdiction of Incorporation/Organization

ISRAEL

Year of Incorporation/Organization

1. Over Five Years Ago

Within Last Five Years (Specify Year) Yet to Be Formed

Previous Names

Kitov Pharma Ltd.

None	Entity Type

1. Corporation

Limited Partnership

Limited Liability Company

General Partnership

Business Trust

Other (Specify)

2. Principal Place of Business and Contact Information
Name of Issuer
PURPLE BIOTECH LTD.
Street Address 1		Street Address 2
4 OPPENHEIMER STREET		SCIENCE PARK
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
REHOVOT	ISRAEL	7670104	[phone]

3. Related Persons
Last Name	First Name	Middle Name
Efron	Gil
Street Address 1	Street Address 2
4 Oppenheimer Street	Science Park
City	State/Province/Country	ZIP/PostalCode
Rehovot	ISRAEL		7670104
Relationship:	X Executive Officer	Director	Promoter
Clarification of Response (if Necessary):
Chief Executive Officer
Last Name	First Name	Middle Name
Fhima	Lior
Street Address 1	Street Address 2
4 Oppenheimer Street	Science Park
City	State/Province/Country	ZIP/PostalCode
Rehovot	ISRAEL		7670104
Relationship:	X Executive Officer	Director	Promoter
Clarification of Response (if Necessary):
Chief Financial Officer
Last Name	First Name	Middle Name
Rowinsky	Eric
Street Address 1	Street Address 2
4 Oppenheimer Street	Science Park
City	State/Province/Country	ZIP/PostalCode
Rehovot	ISRAEL	X Director	7670104
Relationship:	Executive Officer	Promoter
Clarification of Response (if Necessary):
Chairman of the Board of Directors
Last Name	First Name	Middle Name
Israel	Isaac
Street Address 1	Street Address 2
4 Oppenheimer Street	Science Park
City	State/Province/Country	ZIP/PostalCode
Rehovot	ISRAEL	X Director	7670104
Relationship:	Executive Officer	Promoter

Clarification of Response (if Necessary):

Last Name	First Name
Rock	Simcha
Street Address 1	Street Address 2
4 Oppenheimer Street	Science Park
City	State/Province/Country
Rehovot	ISRAEL	X Director
Relationship:	Executive Officer

Clarification of Response (if Necessary):

Middle Name

ZIP/PostalCode

7670104

Promoter

Last Name	First Name
Agmon	Ido
Street Address 1	Street Address 2
4 Oppenheimer Street	Science Park
City	State/Province/Country
Rehovot	ISRAEL	X Director
Relationship:	Executive Officer

Clarification of Response (if Necessary):

Middle Name

ZIP/PostalCode

7670104

Promoter

Last Name	First Name
Gagnon	Robert
Street Address 1	Street Address 2
4 Oppenheimer Street	Science Park
City	State/Province/Country
Rehovot	ISRAEL	X Director
Relationship:	Executive Officer

Clarification of Response (if Necessary):

Middle Name

ZIP/PostalCode

7670104

Promoter

Last Name	First Name
Nahum-Zilberberg	Suzana
Street Address 1	Street Address 2
4 Oppenheimer Street	Science Park
City	State/Province/Country
Rehovot	ISRAEL	X Director
Relationship:	Executive Officer

Clarification of Response (if Necessary):

Middle Name

ZIP/PostalCode

7670104

Promoter

Last Name	First Name
Hershkovitz	Ori
Street Address 1	Street Address 2
4 Oppenheimer Street	Science Park
City	State/Province/Country
Rehovot	ISRAEL	X Director
Relationship:	Executive Officer

Clarification of Response (if Necessary):

Middle Name

ZIP/PostalCode

7670104

Promoter

Last Name	First Name
Reuveni	Hadas
Street Address 1	Street Address 2
4 Oppenheimer Street	Science Park
City	State/Province/Country
Rehovot	ISRAEL
Relationship:	X Executive Officer	Director

Clarification of Response (if Necessary):

Vice President of Research and Development

Middle Name

ZIP/PostalCode

7670104

Promoter

Last Name	First Name	Middle Name
Schickler	Michael
Street Address 1	Street Address 2
4 Oppenheimer Street	Science Park

City		State/Province/Country
Rehovot		ISRAEL
Relationship:	X	Executive Officer		Director

Clarification of Response (if Necessary):

Head of Regulatory and Clinical Operations

ZIP/PostalCode

7670104

Promoter

Last Name	First Name		Middle Name
Morpurgo	Ido
Street Address 1	Street Address 2
4 Oppenheimer Street	Science Park
City	State/Province/Country	ZIP/PostalCode
Rehovot	ISRAEL		7670104
Relationship:	X Executive Officer	Director	Promoter
Clarification of Response (if Necessary):
Vice President of Operations
Last Name	First Name		Middle Name
Sebille	Fabien
Street Address 1	Street Address 2
4 Oppenheimer Street	Science Park
City	State/Province/Country	ZIP/PostalCode
Rehovot	ISRAEL		7670104
Relationship:	X Executive Officer	Director	Promoter

Clarification of Response (if Necessary):

Chief Business Officer

4. Industry Group

Agriculture

Banking & Financial Services

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

Energy Conservation

Environmental Services

Oil & Gas

Other Energy

Health Care

1. Biotechnology

Health Insurance

Hospitals & Physicians

Pharmaceuticals

Other Health Care

Manufacturing

Real Estate

Commercial

Construction

REITS & Finance

Residential

Other Real Estate

Retailing

Restaurants

Technology

Computers

Telecommunications

Other Technology

Travel

Airlines & Airports

Lodging & Conventions

Tourism & Travel

Services

Other Travel

Other

5. Issuer Size
Revenue Range	OR	Aggregate Net Asset Value Range
						No Aggregate Net Asset Value
	X	No Revenues
		$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 -				$50,000,001 - $100,000,000
		$100,000,000
		Over $100,000,000				Over $100,000,000

Decline to Disclose Not Applicable

Decline to Disclose Not Applicable

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

Rule 504(b)(1) (not (i), (ii) or (iii)) Rule 504 (b)(1)(i)

Rule 504 (b)(1)(ii)

Rule 504 (b)(1)(iii)

7. Type of Filing

X

Rule 506(b)

Rule 506(c)

Securities Act Section 4(a)(5)

Investment Company Act Section 3(c)

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

X

New Notice	Date of First Sale 2023-10-17
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)

Equity

Debt

1. Option, Warrant or Other Right to Acquire Another Security X 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

1. No

11. Minimum Investment

Minimum investment accepted from any outside investor $ 0 USD

12. Sales Compensation

Recipient		Recipient CRD Number	None
H.C. Wainwright & Co., LLC	375
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number
Street Address 1		Street Address 2
430 PARK AVENUE	NEW YORK
City	State/Province/Country	ZIP/Postal Code
NEW YORK	NEW YORK	10022

1. None

State(s) of Solicitation	All States
AL	AK	AZ	AR	CA
IL	IN	IA	KS	KY
MT	NE	NV	NH	NJ
RI	SC	SD	TN	TX

Non-US/Foreign

CO	CT
LA	ME
NM	X NY
UT	VT

DE MD NC VA

DC MA ND WA

FL

MI

OH WV

GA MN OK WI

HI

MS OR WY

ID

MO PA PR

13. Offering and Sales Amounts

Total Offering Amount	$ 5,434,784	USD	or
Total Amount Sold	$ 5,434,784	USD
Total Remaining to be Sold	$ 0	USD	or

Clarification of Response (if Necessary):

Indefinite

Indefinite

This Form D is being filed in connection with the issuance of warrants to purchase up to 4,347,827 ADSs at an exercise price of $1.25 per ADS, with each ADS representing 10 ordinary shares, no par value per share, of the Company.

14. Investors

1. 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

0

1

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 $ 350,000 USD

Finders' Fees

$ 0

USD

Estimate

Estimate

Clarification of Response (if Necessary):

The placement agent also received a 1% management fee and warrants to purchase 304,348 ADSs at an exercise price of $1.4375 per ADS, each representing 10 ordinary shares, no par value per share, of the Company.

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

Clarification of Response (if Necessary):

Signature and Submission

Estimate

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	Title	Date
		Signer
PURPLE BIOTECH LTD.	/s/ Lior Fhima	Lior Fhima	Chief Financial Officer	2023-10-31

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.