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:
| ☐ | Rule 13d-1(b) |
| ☒ | Rule 13d-1(c) |
| ☐ | Rule 13d-1(d) |
* 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
| Item 2(c). | Citizenship: |
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:
| Item 4. | Ownership. |
| (a) | Amount beneficially owned: |
219,306 ADSs1
| (b) | Percent of class: |
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.
| Item 10. | Certification. |
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
