Purple Biotech Ltd 20-F/A, filed Mar 31, 2020

Purple Biotech Ltd. (PPBT)

20-F/A 2020-03-31 For: 2019-12-31

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Added on August 22, 2026

About this 20-F/A

Purple Biotech Ltd filed this 20-F/A on March 31, 2020, covering the fiscal year ended December 31, 2019.

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Title of class	Trading Symbols	Name of each exchange on which registered

American Depositary Shares, each representing 1 Ordinary Share ⁽¹⁾	KTOV	NASDAQ Capital Market
Ordinary Shares, no par value ⁽²⁾	KTOVW	N/A
Warrants to purchase our American Depositary Shares		NASDAQ Capital Market

	Ordinary Shares Beneficially Owned
Name of Beneficial Owner	Number		Percentage
*Directors*
Dr. Eric Rowinsky		0		0	%
Isaac Israel⁽¹⁾		*		*	%
Simcha Rock⁽¹⁾		*		*	%
Steven Steinberg⁽¹⁾		*		*	%
Ido Agmon⁽¹⁾		*		*	%
Ran Tzror⁽¹⁾		*		*	%
Revital Stern-Raff⁽¹⁾		*		*	%
		*
*Senior Management and Employees*		*
Gil Efron⁽²⁾		*		*	%
Dr. Bertrand Liang⁽¹⁾		*		*	%
Dr. Michael Schickler		*		0	%
Gil Ben-Menachem⁽¹⁾		*		*	%
Hadas Reuveni⁽¹⁾		*		*	%

*Total (directors, senior management and employees)*		1,541,716		3.04	%

	Shares Beneficially Owned
Name of Beneficial Owner	Number		Percentage
5% or greater shareholders
OrbiMed Israel Partners Limited Partnership⁽¹⁾		4,718,719		9.35	%
M. Arkin (1999) Ltd.⁽²⁾		4,463,953		8.80	%
Pontifax Group⁽³⁾		4,238,126		8.39	%

Exhibit Number		Exhibit Description
1.1		Memorandum of Association of the Registrant (originally filed as Exhibit 1.1 to the Registrant’s Annual Report on Form 20-F as filed with the Securities and Exchange Commission on March 26, 2019 and incorporated herein by reference thereto).
1.2		Amended and Restated Articles of Association of the Registrant (originally filed as Exhibit 1.2 to the Registrant’s Annual Report on Form 20-F as filed with the Securities and Exchange Commission on March 26, 2019 and incorporated herein by reference thereto).
2.1		Form of Deposit Agreement among the Registrant, the Bank of New York Mellon, as Depositary, and all Owners and Holders from time to time of American Depositary Shares issued hereunder (incorporated by reference to Exhibit 4.1 to our Registration Statement on Form F-1 as filed with the Securities and Exchange Commission on September 24, 2015).
2.2		Form of Warrant Agent Agreement (incorporated by reference to Exhibit 4.2 to our Registration Statement on Form F-1/A as filed with the Securities and Exchange Commission on November 18, 2015).
2.3		Form of American Depositary Receipt (incorporated by reference to prospectus filed with the Securities and Exchange Commission on January 4, 2019)
2.4		Form of Underwriters’ Warrant (incorporated by reference to Exhibit 4.4 to our Registration Statement on Form F-1/A as filed with the Securities and Exchange Commission on November 18, 2015).
2.5		Form of Placement Agent Warrant (incorporated by reference to Exhibit 4.5 to the Registrant’s Registration Statement on Form F-1 as filed with the Securities and Exchange Commission on June 27, 2016).
2.6		Form of Letter Amendment to Warrant Agent Agreement with respect to Series A warrants (incorporated by reference to Exhibit 4.1 to the Registrant’s Form 6-K furnished to the Securities and Exchange Commission on June 29, 2016)
2.7		Form of Pre-Funded Series B Warrant Agreement (incorporated by reference to Exhibit 4.4 to the Registrant’s Registration Statement on Form F-1 as filed with the Securities and Exchange Commission on June 27, 2016).
2.8		Stock Purchase Agreement, dated January 12, 2017, by and between the Registrant and Goldman Hirsh Partners Ltd. (incorporated by reference to Exhibit 2.8 to the Registrant’s Annual Report on Form 20-F as filed with the Securities and Exchange Commission on May 1, 2017).
2.9		Shareholder’s Undertaking by Goldman Hirsh Partners Ltd. dated January 13, 2017. (incorporated by reference to Exhibit 2.9 to the Registrant’s Annual Report on Form 20-F as filed with the Securities and Exchange Commission on May 1, 2017)
2.10		Flow of Funds Agreement, dated April 9, 2017, by and between the Registrant and Goldman Hirsh Partners Ltd. (incorporated by reference to Exhibit 2.10 to the Registrant’s Annual Report on Form 20-F as filed with the Securities and Exchange Commission on May 1, 2017)
2.11		Form of Warrant issued to purchasers in the July 2017 offering (incorporated by reference to Exhibit 4.1 to the Registrant’s Form 6-K furnished to the Securities and Exchange Commission on July 14, 2017)
2.12		Form of Placement Agent Warrant (incorporated by reference to Exhibit 4.2 to the Registrant’s Form 6-K furnished to the Securities and Exchange Commission on July 14, 2017)
2.13		Stock Purchase Agreement, dated October 3, 2017, by and among the Registrant, Certain Stockholders of TyrNovo Ltd. and the Stockholders’ Representative (incorporated by reference to Exhibit 2.13 to the Registrant’s Annual Report on Form 20-F as filed with the Securities and Exchange Commission on March 5, 2018)

2.14		Form of Warrant issued to purchasers in the June 2018 offering (incorporated by reference to Exhibit 4.1 to the Registrant’s Form 6-K furnished to the Securities and Exchange Commission on June 5, 2018)
2.15		Form of Placement Agent Warrant (incorporated by reference to Exhibit 4.2 to the Registrant’s Form 6-K furnished to the Securities and Exchange Commission on June 5, 2018)
2.16		Form of Warrant issued to purchasers in the January 2019 offering (incorporated by reference to Exhibit 4.1 to the Registrant’s Form 6-K furnished to the Securities and Exchange Commission on January 18, 2019)
2.17		Form of Placement Agent Warrant (incorporated by reference to Exhibit 4.2 to the Registrant’s Form 6-K furnished to the Securities and Exchange Commission on January 18, 2019)
2.18		Form of Shareholder Undertaking and Agreement, dated January 7, 2020, between Kitov Pharma Ltd. and the shareholders signatory thereto executed by purchasers in the March 2020 public offering (incorporated by reference to Exhibit 4.17 to the Registrant’s Registration Statement on Form F-1/A filed with the Securities and Exchange Commission on March 10, 2020)
2.19		Form of Warrant, dated January 7, 2020, between Kitov Pharma Ltd. issued to former FameWave shareholders (incorporated by reference to Exhibit 4.18 to the Registrant’s Registration Statement on Form F-1/A filed with the Securities and Exchange Commission on March 10, 2020)
2.18		Form of Ordinary Warrant issued to purchasers in the March 2020 public offering (incorporated by reference to Exhibit 4.19 to the Registrant’s Registration Statement on Form F-1/A filed with the Securities and Exchange Commission on March 10, 2020)
2.19		Form of Pre-funded Warrant issued to purchasers in the March 2020 public offering (incorporated by reference to Exhibit 4.20 to the Registrant’s Registration Statement on Form F-1/A filed with the Securities and Exchange Commission on March 10, 2020)
2.20		Form of Placement Agent Warrant issued to Placement Agent in the March 2020 public offering (incorporated by reference to Exhibit 4.21 to the Registrant’s Registration Statement on Form F-1/A filed with the Securities and Exchange Commission on March 10, 2020)
2.21		Description of Shares Capital(originally filed as Exhibit 2.21 to the Registrant’s Annual Report on Form 20-F as filed with the Securities and Exchange Commission on March 23, 2020 and incorporated herein by reference thereto).
4.1		Form of Letter of Exemption adopted on July 2013 (unofficial English translation from Hebrew) (incorporated by reference to Exhibit 10.5 to our Registration Statement on Form F-1 filed with the Securities and Exchange Commission on September 24, 2015).
4.2		Form of Letter of Indemnity adopted on July 2013 (unofficial English translation from Hebrew) (incorporated by reference to i Exhibit 10.6 to our Registration Statement on Form F-1 as filed with the Securities and Exchange Commission on September 24, 2015).
4.3		Kitov Pharma Ltd. 2016 Equity-Based Incentive Plan (incorporated by reference to Annex C to the Proxy Statement included as Exhibit 99.1 to the Registrant’s Form 6-k furnished to the Securities and Exchange Commission on March 22, 2019)
4.4		Form of Underwriting Agreement (incorporated by reference to Exhibit 1.1 to our Registration Statement on Form F-1/A filed with the Securities and Exchange Commission on November 18, 2015).
4.5		Form of Share Purchase Agreement between Kitov Pharma and the purchasers (incorporated by reference to Exhibit 1.1 to the Registrant’s Form 6-K furnished to the Securities and Exchange Commission on June 29, 2016)
4.6*		License Agreement, dated as of August 15, 2013, by and between Yissum Research Development Company of The Hebrew University of Jerusalem, Ltd. and TyrNovo Ltd. (incorporated by reference to Exhibit 4.14 to the Registrant’s Annual Report on Form 20-F as filed with the Securities and Exchange Commission on May 1, 2017)
4.7*		First Amendment to License Agreement, dated as of April 8, 2014, by and between Yissum Research Development Company of The Hebrew University of Jerusalem, Ltd. and TyrNovo Ltd. (incorporated by reference to Exhibit 4.15 to the Registrant’s Annual Report on Form 20-F as filed with the Securities and Exchange Commission on May 1, 2017)
4.8*		Second Amendment to License Agreement, dated as of March 16, 2017, by and between Yissum Research Development Company of The Hebrew University of Jerusalem, Ltd. and TyrNovo Ltd. (incorporated by reference to Exhibit 4.16 to the Registrant’s Annual Report on Form 20-F as filed with the Securities and Exchange Commission on May 1, 2017)
4.9		Form of Securities Purchase Agreement dated as of July 11, 2017 by and between the Registrant and the purchasers in the offering (incorporated by reference to Exhibit 1.1 to the Registrant’s Form 6-K furnished to the Securities and Exchange Commission on July 14, 2017)
4.10		Kitov Pharma Ltd. Office Holder Compensation Policy approved the shareholders on July 12, 2017 (incorporated by reference to Exhibit A to the Proxy Statement included as Exhibit 99.1 to the Registrant’s Form 6-k furnished to the Securities and Exchange Commission on June 8, 2017)

4.11		Revolving Secured Facility and Pledge Agreement dated March 1, 2017 by and between TyrNovo Ltd., and Kitov Pharma Ltd. (incorporated by reference to Exhibit 4.18 to the Registrant’s Annual Report on Form 20-F as filed with the Securities and Exchange Commission on March 5, 2018)
4.12		Convertible Bridge Loan Agreement, dated September 15, 2017, by and between Kitov Pharma Ltd. and TyrNovo Ltd. (incorporated by reference to Exhibit 4.19 to the Registrant’s Annual Report on Form 20-F as filed with the Securities and Exchange Commission on March 5, 2018)
4.13		Form of Securities Purchase Agreement dated as of June 1, 2018 by and between the Registrant and the purchasers in the offering (incorporated by reference to Exhibit 1.1 to the Registrant’s Form 6-K furnished to the Securities and Exchange Commission on June 5, 2018)
4.14		Form of Securities Purchase Agreement dated as of January 16, 2019 by and between the Registrant and the purchasers in the offering (incorporated by reference to Exhibit 1.1 to the Registrant’s Form 6-K furnished to the Securities and Exchange Commission on January 18, 2019)
4.15**		Product Manufacturing Agreement, effective as of November 8, 2018, by and between Kitov Pharma Ltd. and Dexcel Ltd. (incorporated by reference to Exhibit 4.15 to the Registrant’s Annual Report on Form 20-F/A as filed with the Securities and Exchange Commission on April 3, 2019)
4.16**		Agreement dated as of December 27, 2018, by and between Kitov Pharma Ltd. and Coeptis Pharmaceuticals Inc. (incorporated by reference to Exhibit 4.16 to the Registrant’s Annual Report on Form 20-F/A as filed with the Securities and Exchange Commission on April 3, 2019)
4.17**		Stock Purchase Agreement by and among Kitov Pharma Ltd., The Stockholders of FameWave Ltd. and M. Arkin (1999) Ltd. dated as of March 14, 2019 (incorporated by reference to Exhibit 4.17 to the Registrant’s Annual Report on Form 20-F/A as filed with the Securities and Exchange Commission on April 3, 2019).
4.18		English Translation of Enforcement Arrangement entered into by and amongst the Israel Securities Authority, Kitov Pharma Ltd., Isaac Israel, Paul Waymack, and Simcha Rock (incorporated by reference to Exhibit 99.1 to the Registrant’s Form 6-K furnished to the Securities and Exchange Commission on August 13, 2019)
4.19		Amendment dated August 16, 2019 to the Stock Purchase Agreement by and among Kitov Pharma Ltd., The Stockholders of FameWave Ltd. and M. Arkin (1999) Ltd. dated as of March 14, 2019 (incorporated by reference to Exhibit 10.19 to the Registrant’s Registration Statement on Form F-1 filed with the Securities and Exchange Commission on September 16, 2019).
4.20 **		Amendment dated October 8, 2019, to the Agreement by and between Kitov Pharma Ltd. and Coeptis Pharmaceuticals Inc (incorporated by reference to Exhibit 10.20 to the Registrant’s Registration Statement on Form F-3 filed with the Securities and Exchange Commission on December 2, 2019).
4.21		Form of Lock-Up and Registration Rights Agreement, dated January 7, 2020, between the Kitov Pharma Ltd. and the sellers listed on Exhibit A thereto (incorporated by reference to Exhibit 10.22 to the Registrant’s Registration Statement on Form F-1/A filed with the Securities and Exchange Commission on March 10, 2020)
4.22		Form of Securities Purchase Agreement dated as of March 12, 2020 by and between the Registrant and the purchasers in the public offering (incorporated by reference to Exhibit 10.21 to the Registrant’s Registration Statement on Form F-1/A filed with the Securities and Exchange Commission on March 10, 2020)
4.23**		Amended and Restated License effective as of the 25th day of May, 2010 by and between: Tel Hashomer - Medical Research, Infrastructure and Services LTD and Ramot at Tel Aviv University Ltd. and cCAM Biotherapeutics Ltd.
4.24**		First Amendment to Amended and Restated License Agreement, by and between Tel Hashomer – Medical Research, Infrastructure and Services Ltd., Ramot at Tel Aviv University Ltd. and cCAM Biotherapeutics Ltd.
4.25		Second Amendment to Amended and Restated License Agreement, by and between Tel Hashomer – Medical Research, Infrastructure and Services Ltd., Ramot at Tel Aviv University Ltd. and cCAM Biotherapeutics Ltd.
4.26		Assignment and Assumption Agreement effective as of March 21, 2019, between Tel Hashomer – Medical Research, Infrastructure and Services Ltd., Ramot at Tel Aviv University Ltd., FameWave Ltd. and cCAM Biotherapeutics Ltd.
4.27**		Master Development Services Agreement between FameWave Ltd., and Rentschler Biopharma SE executed on March 17, 2020.

8.1		List of subsidiaries of the Registrant (incorporated by reference to Exhibit 21.1 to the Registrant’s Registration Statement on Form F-1/A filed with the Securities and Exchange Commission on March 10, 2020).
12.1		Certification by Chief Executive Officer pursuant to section 302 of the Sarbanes-Oxley Act of 2002
12.2		Certification by Chief Financial Officer pursuant to section 302 of the Sarbanes-Oxley Act of 2002
13.1		Certification by Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (originally filed as Exhibit 13.1 to the Registrant’s Annual Report on Form 20-F as filed with the Securities and Exchange Commission on March 23, 2020 and incorporated herein by reference thereto).
13.2		Certification by Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (originally filed as Exhibit 13.2 to the Registrant’s Annual Report on Form 20-F as filed with the Securities and Exchange Commission on March 23, 2020 and incorporated herein by reference thereto).
15.1		Consent of Somekh Chaikin, independent registered public accounting firm, a Member Firm of KPMG International. (originally filed as Exhibit 15.1 to the Registrant’s Annual Report on Form 20-F as filed with the Securities and Exchange Commission on March 23, 2020 and incorporated herein by reference thereto).

KITOV PHARMA LTD.

By:	/s/ Isaac Israel
	Name:	Isaac Israel
	Title:	Chief Executive Officer

By:	/s/ Gil Efron
	Name:	Gil Efron
	Title:	Chief Financial Officer

Whereas:	THM was established for the benefit of the Sheba Medical Center (the “Hospital”) and to the request of the Hospital and the Fund, as defined below, THM undertook to act as the operational body of the Hospital and the Fund with respect to promotion, development and commercialization of intellectual property deriving from inventions of Hospital’s and/or Fund’s employees; The Fund and/or the Hospital jointly and severally shall be called herein: “Sheba” AND

Whereas:	Dr. Gal Merkel (“Merkel”), who is an employee of Sheba as of ______________, declared towards Sheba and THM that he has invented an invention relating to “THE MODULATION OF IMMUNITY AND CEACAM1 ACTIVITY” and “CEACAM BASED ANTIBACTERIAL AGENTS” in respect of which Merkel’s Patent, as defined below, which are owned by Merkel, was filed prior to his employment with Sheba; AND

Whereas:	The Company declares that it is not interested in Merkel’s Patents and it acknowledges that any transaction relating to Merkel’s Patents may be executed between the Company and Merkel only, without any involvement of Licensors;

Whereas:	During the period and as a result of their employment with Sheba, Merkel and Dr. Jacob Schachter have invented new inventions relating to Therapeutics, diagnostic and cell therapy based on CEACAM1 research results, such new inventions are fully described in Sheba’s Patents (as defined below) and any drawings, manuals, specifications, formulas and any other related know-how necessary or useful for the discovery, manufacture, development or commercialization of Sheba’s Patents as set forth in Exhibit B (“Sheba’s Invention”); AND

Whereas:	Sheba’s Patents, covering Sheba’s Invention, are fully owned by THM, as Sheba’s trustee, and were filed in THM’s name as the sole owner; AND

Whereas:	Rona Ortenberg, a MSc student of Tel Aviv University (“TAU”) and Dr. Gal Merkel and Dr. Jacob Schachter jointly developed an invention titled: “Anti ceacam1 antibodies and methods of using same” for which a provisional patent application no. 61/213,040 was filed as more fully described in the Licensors’ Patents - as defined below (“the Licensors Invention”); AND

Whereas:	pursuant to law, TAU regulations and agreements between Ramot and TAU, the rights and title in and to the Licensors’ Invention otherwise vesting in TAU or Rona Ortenberg (as TAU’s student) vest and shall vest in Ramot; AND

Whereas	Licensors’ Patents, covering Licensors’ Invention are fully owned by THM and Ramot, and were filed in THM’s and Ramot’s names as the sole owners; AND

Whereas:	THM is entitled to license Sheba’s Invention and Sheba’s Patents and its rights in Licensors’ Invention and Licensors’ Patents to third parties; AND

Whereas:	Ramot is entitled to license its share in Licensors’ Invention and Licensors’ Patents to third parties; AND

Whereas:	The Company desires to obtain from Licensors and Licensors agree to grant to the Company, an exclusive worldwide license in respect of Sheba’s Patents, Sheba’s Invention, Licensors’ Patents and Licensors’ Invention, for the purpose of developing, selling and distributing the Products, as defined below; AND

Whereas:	The Parties wish to amend and restate the License Agreement entered into by the Parties on May 25, 2010 all subject to and in accordance with the provisions hereof;

The Company: ____________________	THM:________________

Signed by:	Signed by:

Name:	Name:

Name:	Name:

Ramot: _____________

Signed by:

Name:

Name:


CCAM BIOTHERAPEUTICS LTD.
By: _________________
(Name & Title of Signatory)


TEL HASHOMER – MEDICAL RESEARCH, INFRASTRACTURE AND SERVICES LTD.		RAMOT AT TEL AVIV UNIVERSITY LTD.

By: _________________		By: _________________
(Name & Title of Signatory)		(Name & Title of Signatory)

TEL HASHOMER – MEDICAL RESEARCH, INFRASTRACTURE AND SERVICES LTD.			RAMOT AT TEL AVIV UNIVERSITY LTD.

By:			By:
(Name & Title of Signatory)			(Name & Title of Signatory)

cCAM Biotherapeutics Limited		Famewave Ltd.

By:		By:
	Name:		Name:
	Title:		Title:

Tel Hashomer - Medical Research, Infrastructure and Services Ltd.		Ramot at Tel Aviv University Ltd.

By:		By:
	Name:		Name:
	Title:		Title:

Storage Area	Storage Conditions	Price per storage unit and calendar quarter

High rack warehouse	15 – 25 °C	€ []
Cooling warehouse	2 – 8 °C	€ []
Freezing warehouse	– 20 °C	€ []
Deep freezer	– 70 °C	€ []0
Cell bank storage	N2 vapour phase	€ []

	Cancellation period prior to the beginning of the USP/DSP Reservation		Exit Fee (percentage of total fees for the USP Services and/or the DSP Services)
	More than 12 months		[]
	12 – 10 months		[]
	9 – 7 months		[]
	6 months and less		[]

Rentschler Biopharma SE		Rentschler Biopharma SE

Date:		Date:
Signature:		Signature:
Name:	Frank Mathias	Name:	i.V. Federico Pollano
Position:	CEO	Position:	SVP Business Development

1.	I have reviewed this Amendment Number 1 to annual report on Form 20-F of Kitov Pharma Ltd.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Date: March 31, 2020

/s/ Isaac Israel
Isaac Israel
Chief Executive Officer