Amended Statement of Ownership (sc 13g/a)
February 05 2021 - 10:13AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Amendment No. 1)*
(Rule 13d-102)
Under the Securities Exchange Act of
1934
PURPLE BIOTECH
LTD.
(Name of Issuer)
American Depositary
Shares, each ADS
represents one (1) Ordinary Share, no par value
(Title of Class of Securities)
49803V107**
(CUSIP Number)
December 31, 2020
(Date of Event Which Requires Filing of
this Statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
* The remainder of this cover page shall be filled out for a
reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided in a prior cover page.
** 49803V107 is the CUSIP number for the American Depository
Shares traded on the Nasdaq Stock Market. The ISIN number for the Ordinary Shares is IL0007650166.
The information required in the remainder of this cover page
shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
CUSIP No. 49803V107
|
13G
|
Page 2 of 12 Pages
|
1.
|
Names of Reporting Persons
Pontifax (Israel) II L.P.
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP
(See Instructions)
|
(a) ☐
(b) ☐
|
3.
|
SEC Use Only
|
4.
|
Citizenship or Place of Organization
Israel
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5.
|
Sole Voting Power
0
|
6.
|
Shared Voting Power
80,7531 ADSs
|
7.
|
Sole Dispositive Power
0
|
8.
|
Shared Dispositive Power
80,7531 ADSs
|
9.
|
Aggregate Amount Beneficially Owned by
Each Reporting Person
80,7531 ADSs
|
10.
|
Check if the Aggregate Amount in Row (9)
Excludes Certain Shares
(See Instructions)
|
☐
|
11.
|
Percent of Class Represented by Amount
in Row (9)
0.5%
|
12.
|
Type of Reporting Person (See Instructions)
PN
|
|
1.
|
Pontifax Management II L.P. ("Pontifax Management")
is the general partner of the Pontifax (Israel) II - Individual Investors, L.P., Pontifax (Israel) II L.P., and Pontifax (Cayman)
II L.P., and Pontifax Management 2 G.P. (2007) Ltd. ("Pontifax Management GP") is the general partner of Pontifax Management.
Mr. Kariv and Ran Nussbaum are directors of Pontifax Management GP and, as such, hold voting and/or dispositive power over the
ADSs held by these entities.
|
CUSIP No. 49803V107
|
13G
|
Page 3 of 12 Pages
|
1.
|
Names of Reporting Persons
Pontifax (Cayman) II L.P.
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP
(See Instructions)
|
(a) ☐
(b) ☐
|
3.
|
SEC Use Only
|
4.
|
Citizenship or Place of Organization
Cayman Islands
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5.
|
Sole Voting Power
0
|
6.
|
Shared Voting Power
107,2051 ADSs
|
7.
|
Sole Dispositive Power
0
|
8.
|
Shared Dispositive Power
107,2051 ADSs
|
9.
|
Aggregate Amount Beneficially Owned by
Each Reporting Person
107,2051 ADSs
|
10.
|
Check if the Aggregate Amount in Row (9)
Excludes Certain Shares
(See Instructions)
|
☐
|
11.
|
Percent of Class Represented by Amount
in Row (9)
0.6%
|
12.
|
Type of Reporting Person (See Instructions)
PN
|
|
1.
|
Pontifax Management is the general partner of the Pontifax (Israel)
II - Individual Investors, L.P., Pontifax (Israel) II L.P., and Pontifax (Cayman) II L.P., and Pontifax Management GP is the general
partner of Pontifax Management. Mr. Kariv and Ran Nussbaum are directors of Pontifax Management GP and, as such, hold voting and/or
dispositive power over the ADSs held by these entities.
|
CUSIP No. 49803V107
|
13G
|
Page 4 of 12 Pages
|
1.
|
Names of Reporting Persons
Ran Nussbaum
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP
(See Instructions)
|
(c) ☐
(d) ☐
|
3.
|
SEC Use Only
|
4.
|
Citizenship or Place of Organization
Israel
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5.
|
Sole Voting Power
0
|
6.
|
Shared Voting Power
219,306 ADSs1
|
7.
|
Sole Dispositive Power
0
|
8.
|
Shared Dispositive Power
219,306 ADSs1
|
9.
|
Aggregate Amount Beneficially Owned by
Each Reporting Person
219,306 ADSs1
|
10.
|
Check if the Aggregate Amount in Row (9)
Excludes Certain Shares
(See Instructions)
|
☐
|
11.
|
Percent of Class Represented by Amount
in Row (9)
1.3%
|
12.
|
Type of Reporting Person (See Instructions)
IN
|
|
1.
|
Consists of (a) 31,348 ADSs owned by Pontifax (Israel) II - Individual
Investors, L.P.; (b) 80,753 ADSs owned by Pontifax (Israel) II L.P., and (c) 107,205 ADSs owned by Pontifax (Cayman) II L.P. Pontifax
Management is the general partner of the Pontifax (Israel) II - Individual Investors, L.P., Pontifax (Israel) II L.P., and Pontifax
(Cayman) II L.P., and Pontifax Management GP is the general partner of Pontifax Management. Mr. Kariv and Ran Nussbaum are directors
of Pontifax Management GP and, as such, hold voting and/or dispositive power over the ADSs held by these entities.
|
CUSIP No. 49803V107
|
13G
|
Page 5 of 12 Pages
|
1.
|
Names of Reporting Persons
Tomer Kariv
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP
(See Instructions)
|
(e) ☐
(f) ☐
|
3.
|
SEC Use Only
|
4.
|
Citizenship or Place of Organization
Israel
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5.
|
Sole Voting Power
0
|
6.
|
Shared Voting Power
219,306 ADSs1
|
7.
|
Sole Dispositive Power
0
|
8.
|
Shared Dispositive Power
219,306 ADSs1
|
9.
|
Aggregate Amount Beneficially Owned by
Each Reporting Person
219,306 ADSs1
|
10.
|
Check if the Aggregate Amount in Row (9)
Excludes Certain Shares
(See Instructions)
|
☐
|
11.
|
Percent of Class Represented by Amount
in Row (9)
1.3%
|
12.
|
Type of Reporting Person (See Instructions)
IN
|
|
1.
|
Consists of (a) 31,348 ADSs owned by Pontifax (Israel) II - Individual
Investors, L.P.; (b) 80,753 ADSs owned by Pontifax (Israel) II L.P., and (c) 107,205 ADSs owned by Pontifax (Cayman) II L.P. Pontifax
Management is the general partner of the Pontifax (Israel) II - Individual Investors, L.P., Pontifax (Israel) II L.P., and Pontifax
(Cayman) II L.P., and Pontifax Management GP is the general partner of Pontifax Management. Mr. Kariv and Ran Nussbaum are directors
of Pontifax Management GP and, as such, hold voting and/or dispositive power over the ADSs held by these entities.
|
CUSIP No. 49803V107
|
13G
|
Page 6 of 12 Pages
|
1.
|
Names of Reporting Persons
Pontifax Management II L.P.
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP
(See Instructions)
|
(g) ☐
(h) ☐
|
3.
|
SEC Use Only
|
4.
|
Citizenship or Place of Organization
Israel
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5.
|
Sole Voting Power
0
|
6.
|
Shared Voting Power
219,306 ADSs1
|
7.
|
Sole Dispositive Power
0
|
8.
|
Shared Dispositive Power
219,306 ADSs1
|
9.
|
Aggregate Amount Beneficially Owned by
Each Reporting Person
219,306 ADSs1
|
10.
|
Check if the Aggregate Amount in Row (9)
Excludes Certain Shares
(See Instructions)
|
☐
|
11.
|
Percent of Class Represented by Amount
in Row (9)
1.3%
|
12.
|
Type of Reporting Person (See Instructions)
PN
|
|
1.
|
Consists of (a) 31,348 ADSs owned by Pontifax (Israel) II - Individual
Investors, L.P.; (b) 80,753 ADSs owned by Pontifax (Israel) II L.P., and (c) 107,205 ADSs owned by Pontifax (Cayman) II L.P. Pontifax
Management is the general partner of the Pontifax (Israel) II - Individual Investors, L.P., Pontifax (Israel) II L.P., and Pontifax
(Cayman) II L.P., and Pontifax Management GP is the general partner of Pontifax Management. Mr. Kariv and Ran Nussbaum are directors
of Pontifax Management GP and, as such, hold voting and/or dispositive power over the ADSs held by these entities.
|
CUSIP No. 49803V107
|
13G
|
Page 7 of 12 Pages
|
1.
|
Names of Reporting Persons
Pontifax Management 2 G.P. (2007) Ltd.
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP
(See Instructions)
|
(i) ☐
(j) ☐
|
3.
|
SEC Use Only
|
4.
|
Citizenship or Place of Organization
Israel
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5.
|
Sole Voting Power
0
|
6.
|
Shared Voting Power
219,306 ADSs1
|
7.
|
Sole Dispositive Power
0
|
8.
|
Shared Dispositive Power
219,306 ADSs1
|
9.
|
Aggregate Amount Beneficially Owned by
Each Reporting Person
219,306 ADSs1
|
10.
|
Check if the Aggregate Amount in Row (9)
Excludes Certain Shares
(See Instructions)
|
☐
|
11.
|
Percent of Class Represented by Amount
in Row (9)
1.3%
|
12.
|
Type of Reporting Person (See Instructions)
CO
|
|
1.
|
Consists of (a) 31,348 ADSs owned by Pontifax (Israel) II -
Individual Investors, L.P.; (b) 80,753 ADSs owned by Pontifax (Israel) II L.P., and (c) 107,205 ADSs owned by Pontifax (Cayman)
II L.P. Pontifax Management is the general partner of the Pontifax (Israel) II - Individual Investors, L.P., Pontifax (Israel)
II L.P., and Pontifax (Cayman) II L.P., and Pontifax Management GP is the general partner of Pontifax Management. Mr. Kariv and
Ran Nussbaum are directors of Pontifax Management GP and, as such, hold voting and/or dispositive power over the ADSs held by these
entities.
|
CUSIP No. 49803V107
|
13G
|
Page 8 of 12 Pages
|
Introductory Note: This Schedule 13G
is filed on behalf of Pontifax (Israel) II L.P., a limited partnership organized under the laws of the State of Israel and Pontifax
(Cayman) II, L.P., a limited partnership organized under the laws of the Cayman Islands, Pontifax Management II L.P., a limited
partnership organized under the laws of the State of Israel, Pontifax Management 2 G.P. (2007) Ltd., an Israeli company, Ran Nussbaum
and Tomer Kariv, in respect of ADSs of Purple Biotech Ltd. (formerly known as Kitov Pharma Ltd.).
|
Item
1(a).
|
Name
of Issuer:
|
PURPLE BIOTECH LTD.
|
Item
1(b).
|
Address
of Issuer’s Principal Executive Offices:
|
One Azrieli Center, Round Tower,
132 Menachem Begin Road, Tel Aviv 6701101, Israel
|
Item
2(a).
|
Name
of Person Filing:
|
This Statement is filed on behalf of Pontifax (Israel)
II L.P., Pontifax (Cayman) II L.P., Pontifax Management II L.P., Pontifax Management 2 G.P. (2007) Ltd., Ran Nussbaum and Tomer
Kariv.
|
Item
2(b).
|
Address
of Principal Offices or, if None, Residence:
|
The addresses of the Reporting Persons are:
Pontifax (Israel) II L.P. - 14 Shenkar St. Herzliya,
46140, Israel
Pontifax (Cayman) II, L.P. - PO Box 309, Ugland House,
Grand Cayman, KY1-1104, Cayman Islands
Pontifax Management II L.P. - 14 Shenkar St. Herzliya,
46140, Israel
Pontifax Management 2 G.P. (2007) Ltd. – 14
Shenkar St. Herzliya, 46140, Israel
Ran Nussbaum - 14 Shenkar St. Herzliya, 46140, Israel
Tomer Kariv - 14 Shenkar St. Herzliya, 46140, Israel
Pontifax (Israel) II L.P. is organized in the State
of Israel, Pontifax (Cayman) II L.P. is organized in the Cayman Islands, Pontifax Management II L.P. is organized in the State
of Israel, Pontifax Management 2 G.P. (2007) Ltd. is incorporated in the State of Israel, Ran Nussbaum is a citizen of the State
of Israel, and Tomer Kariv is a citizen of the State of Israel.
|
Item
2(d).
|
Title
of Class of Securities: ADSs
|
|
Item
2(e).
|
CUSIP
Number: 49803V107
|
CUSIP No. 49803V107
|
13G
|
Page 9 of 12 Pages
|
|
Item
3.
|
If
the Statement is being filed pursuant to Rule 13d-1(b) or 13d-2(b) or (c), check whether the filing person is a: Not applicable.
|
|
(a)
|
☐
|
Broker or dealer registered under section 15 of the
Act (15 U.S.C. 78o);
|
|
(b)
|
☐
|
Bank as defined in section 3(a)(6) of the Act (15 U.S.C.
78c);
|
|
(c)
|
☐
|
Insurance company as defined in section 3(a)(19) of
the Act (15 U.S.C. 78c);
|
|
(d)
|
☐
|
Investment company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8);
|
|
(e)
|
☐
|
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
|
|
(f)
|
☐
|
An employee benefit plan or endowment fund in accordance
with §240.13d-1(b)(1)(ii)(F);
|
|
(g)
|
☐
|
A parent holding company or control person in accordance
with §240.13d-1(b)(1)(ii)(G);
|
|
(h)
|
☐
|
A savings association as defined in Section 3(b) of
the Federal Deposit Insurance Act (12 U.S.C. 1813);
|
|
(i)
|
☐
|
A church plan that is excluded from the definition of
an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);
|
|
(j)
|
☐
|
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);
|
|
(k)
|
☐
|
Group, in accordance with §240.13d-1(b)(1)(ii)(K).
|
If filing as a non-U.S. institution in
accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of
institution:
|
(a)
|
Amount beneficially owned:
|
219,306 ADSs1
1.3%1
|
(c)
|
Number of shares as to which such person has:
|
|
(i)
|
Sole power to vote or direct the vote: 0
|
|
(ii)
|
Shared power to vote or direct the vote: 219,306 ADSs1
|
|
(iii)
|
Sole power to dispose or to direct the disposition of: 0
|
|
(iv)
|
Shared power to dispose or to direct the disposition of: 219,306 ADSs1
|
|
1.
|
Consists of (a) 31,348 ADSs owned by Pontifax (Israel) II - Individual
Investors, L.P.; (b) 80,753 ADSs owned by Pontifax (Israel) II L.P., and (c) 107,205 ADSs owned by Pontifax (Cayman) II L.P. Pontifax
Management is the general partner of the Pontifax (Israel) II - Individual Investors, L.P., Pontifax (Israel) II L.P., and Pontifax
(Cayman) II L.P., and Pontifax Management GP is the general partner of Pontifax Management. Mr. Kariv and Ran Nussbaum are directors
of Pontifax Management GP and, as such, hold voting and/or dispositive power over the ADSs held by these entities.
|
CUSIP No. 49803V107
|
13G
|
Page 10 of 12 Pages
|
|
Item
5.
|
Ownership
of Five Percent or Less of a Class.
|
If this statement is being filed to report the fact
that as of the date hereof the reporting person had ceased to be the beneficial owner of more than 5 percent of the class of securities,
check the following ☒.
|
Item
6.
|
Ownership
of More than Five Percent on Behalf of Another Person.
|
Not applicable.
|
Item
7.
|
Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
|
Not applicable.
|
Item
8.
|
Identification
and Classification of Members of the Group.
|
Not applicable.
|
Item
9.
|
Notice
of Dissolution of Group.
|
Not applicable.
By signing below I certify that,
to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of
or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held
in connection with or as a participant in any transaction having that purpose or effect.
CUSIP No. 49803V107
|
13G
|
Page 11 of 12 Pages
|
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 2, 2021
PONTIFAX (ISRAEL) II L.P.
|
|
|
|
|
By:
|
/s/ Pontifax Management II L.P.
|
|
Name:
|
Pontifax Management II L.P.
|
|
Title:
|
General Partner
|
|
|
|
|
By:
|
/s/ Pontifax Management 2 G.P. (2007) LTD.
|
|
Name:
|
Pontifax Management 2 G.P. (2007) LTD.
|
|
Title:
|
General Partner
|
|
|
|
|
By:
|
/s/ Ran Nussbaum
|
|
Name:
|
Ran Nussbaum
|
|
Title:
|
Director
|
|
PONTIFAX (CAYMAN) II L.P.
|
|
|
|
By:
|
/s/ Pontifax Management II L.P.
|
|
Name:
|
Pontifax Management II L.P.
|
|
Title:
|
General Partner
|
|
|
|
|
By:
|
/s/ Pontifax Management 2 G.P. (2007) LTD.
|
|
Name:
|
Pontifax Management 2 G.P. (2007) LTD.
|
|
Title:
|
General Partner
|
|
|
|
|
By:
|
/s/ Ran Nussbaum
|
|
Name:
|
Ran Nussbaum
|
|
Title:
|
Director
|
|
PONTIFAX MANAGEMENT II L.P.
|
|
|
|
By:
|
/s/ Pontifax Management 2 G.P. (2007) LTD.
|
|
Name:
|
Pontifax Management 2 G.P. (2007) LTD.
|
|
Title:
|
General Partner
|
|
|
|
|
By:
|
/s/ Ran Nussbaum
|
|
Name:
|
Ran Nussbaum
|
|
Title:
|
Director
|
|
PONTIFAX MANAGEMENT 2 G.P. (2007) LTD.
|
|
|
|
By:
|
/s/ Ran Nussbaum
|
|
Name:
|
Ran Nussbaum
|
|
Title:
|
Director
|
|
/s/ Ran Nussbaum
|
|
RAN NUSSBAUM
|
|
|
|
|
/s/ Tomer Kariv
|
|
TOMER KARIV
|
|
Attention. Intentional misstatements or omissions of
fact constitute Federal criminal violations (see 18 U.S.C. 1001).
CUSIP No. 49803V107
|
13G
|
Page 12 of 12 Pages
|
EXHIBIT INDEX
Kitov Pharma (NASDAQ:KTOV)
Historical Stock Chart
From Mar 2024 to Apr 2024
Kitov Pharma (NASDAQ:KTOV)
Historical Stock Chart
From Apr 2023 to Apr 2024