Purple Biotech amends $200M securities sale plan
While public float remains below USD 75.0 million, primary sales under the shelf are limited to one-third of public float in any 12-month period.
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Rhea-AI Filing Summary
Purple Biotech Ltd. (PPBT) filed a pre-effective amendment to a replacement Form F-3 shelf covering a maximum aggregate offering price of USD 200,000,000. It covers ADSs representing ordinary shares, ordinary and preferred shares, warrants, overallotment purchase rights, subscription rights, units and/or capital notes. Sales may begin only after effectiveness, with specific terms set in prospectus supplements; no offering is presently contemplated. Net proceeds are intended for oncology-candidate development, new asset acquisitions and working capital, unless a supplement states otherwise.
While public float remains below USD 75.0 million, public primary sales in any 12-month period may not exceed one-third of public float; the stated amount is approximately USD 575,000. Purple Biotech also reports 691,806 ADSs sold or offered for approximately USD 2.3 million pursuant to the same public-float rule during the prior 12 calendar month period. Cash and short-term deposits were USD 6.105 million as of June 30, 2026. IM1240 and IM1305 are in preclinical development; the company expects to submit an IND application for IM1240 in 2027, subject to obtaining sufficient additional funding. Development of CM24 and NT219 has been discontinued, and subsidiaries initiated the process to terminate their license agreements in October 2026.
Key Figures
Key Terms
shelf registration process financial
public float financial
at-the-market equity offering program financial
preclinical development medical
IND application regulatory
Offering Details
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As filed with the Securities and Exchange Commission on November 6, 2026
Registration No. 333-296088
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Pre-Effective Amendment No. 1
To
Form F-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
PURPLE BIOTECH LTD.
(Exact Name of Registrant as Specified in its Charter)
State of Israel |
| Not Applicable |
(State or Other Jurisdiction of |
| (I.R.S. Employer |
Incorporation or Organization) |
| Identification No.) |
4 Oppenheimer Street
Science Park
Rehovot 7670104, Israel
Tel: +972-3-933-3121
(Address and telephone number of Registrant’s principal executive offices)
Puglisi & Associates
850 Library Avenue, Suite 204
Newark, DE 19715
(302) 738-6680
(Name, address and telephone number of agent for service)
Copies to:
Sharon Rosen, Adv. |
| Rick A. Werner, Esq. Jayun Koo, Esq. |
FISCHER (FBC & Co.) |
| Haynes and Boone, LLP |
146 Derech Menachem Begin Tel Aviv-Yafo 6492103, Israel +972 3-694-4111 |
| 30 Rockefeller Plaza, 22nd Floor New York, New York 10112 |
Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this Registration Statement
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a registration statement pursuant to General Instruction I.C. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.C. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.
Emerging growth company ☐
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
| † | The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012. |
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
This Pre-Effective Amendment No. 1 (this “Amendment”) to the Registration Statement on Form F-3 (File No. 333-296088) (the “Registration Statement”) of Purple Biotech Ltd. (the “Company”) is being filed to include updated disclosures since the Registration Statement was originally filed on May 20, 2026.
The Registration Statement is a replacement registration statement filed pursuant to Rule 415(a)(6) under the Securities Act of 1933, as amended (the “Securities Act”), with respect to securities which remain unsold under the Registration Statement on Form F-3 (File No. 333-268710) (the “Unsold Securities”) filed on December 8, 2022, and declared effective on May 22, 2023, which expired on May 22, 2026 (“Prior Registration Statement”). Pursuant to Rule 415(a)(5)(ii) under the Securities Act, by filing the Registration Statement, the Company may issue and sell securities under the Prior Registration Statement, including pursuant to the prospectus supplement to the base prospectus included in the Prior Registration Statement in connection with our existing At the Market Offering Agreement, dated September 19, 2025 (the “Sales Agreement”), with H.C. Wainwright & Co., LLC (“Wainwright”), until the earlier of the effective date of the Registration Statement or 180 days after May 22, 2026. In accordance with the terms of the Sales Agreement, we may offer and sell American Depositary Shares (“ADSs”) from time to time through Wainwright, acting as our agent under an “at-the-market” equity offering program (“ATM program”). We have sold an aggregate of 691,806 ADSs for gross proceeds of approximately USD 2.3 million pursuant to the Sales Agreement under the Prior Registration Statement. Pursuant to General Instruction I.B.5 of Form F-3, in no event will we sell securities registered on the Registration Statement of which any prospectus supplement forms a part in a public primary offering with a value exceeding one-third of our outstanding voting and nonvoting common equity held by non-affiliates (the “public float”) in any 12-month period so long as our public float remains below USD 75.0 million. As of the date of this prospectus, such amount is approximately USD 575,000. As of the date hereof, we have sold or offered 691,806 ADSs for a total of USD 2.3 million pursuant to General Instruction I.B.5 of Form F-3 during the prior 12 calendar month period that ends on and includes the date hereof.
The Registration Statement, as amended by this Amendment, contains a base prospectus which covers the offering, issuance and sale by us of up to USD 200,000,000 of ordinary shares, which may be represented by ADSs, preferred shares, warrants, overallotment purchase rights, subscription rights, units and/or capital notes (collectively, the “Shelf Securities”). The specific terms of any Shelf Securities to be offered pursuant to the base prospectus, including any ADSs to be offered, issued and sold under the Sales Agreement, will be specified in a prospectus supplement to the base prospectus.
The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
PROSPECTUS | SUBJECT TO COMPLETION | DATED NOVEMBER 6, 2026 |
USD 200,000,000
American Depositary Shares representing Ordinary Shares,
Ordinary Shares, Preferred Shares,
Warrants, Overallotment Purchase Rights,
Subscription Rights, Units and/or Capital Notes
Purple Biotech Ltd.
We may offer to the public from time to time in one or more series or issuances American Depositary Shares, or ADSs, ordinary shares, preferred shares, warrants, overallotment purchase rights, subscription rights, units and/or capital notes consisting of two or more of these classes or series of securities. Each ADS represents two thousand (2,000) of our ordinary shares.
We refer to the ADSs, ordinary shares, preferred shares, warrants, overallotment purchase rights, subscription rights, units and/or capital notes collectively as “securities” in this prospectus.
Each time we sell securities pursuant to this prospectus, we will provide a supplement to this prospectus that contains specific information about the offering and the specific terms of the securities offered. This prospectus may not be used to consummate a sale of securities by us unless accompanied by the applicable prospectus supplement. You should read this prospectus and the applicable prospectus supplement carefully before you invest in our securities.
We may, from time to time, offer to sell the securities, through public or private transactions, directly or through underwriters, agents or dealers, on or off The Nasdaq Capital Market or Tel Aviv Stock Exchange Ltd., or the TASE, as applicable, at prevailing market prices or at privately negotiated prices. If any underwriters, agents or dealers are involved in the sale of any of these securities, the applicable prospectus supplement will set forth the names of the underwriter, agent or dealer and any applicable fees, commissions or discounts.
Our ordinary shares are currently traded on the TASE under the symbol “PPBT.” The last reported sale price of our ordinary shares on the TASE on November 5, 2026 was NIS 0.01, or USD 0.00316, per share (based on the exchange rate reported by the Bank of Israel as of that date, which was NIS 3.167 = USD 1.00).
The ADSs are currently listed on The Nasdaq Capital Market under the symbol “PPBT”. The last reported sale price of the ADSs on The Nasdaq Capital Market on November 5, 2026 was USD 1.25.
On November 6, 2026, the aggregate market value worldwide of our outstanding voting and non-voting common equity held by non-affiliates was approximately USD 1.7 million, based on 3,192,189,312 ordinary shares outstanding held by non-affiliates (which would be represented by 1,596,095 of the ADSs) and a per ADS price of USD 1.08 based on the closing sale price of the ADS on The Nasdaq Capital Market on October 23, 2026. As of the date hereof, we have sold or offered 691,806 ADSs for a total of USD 2.3 million pursuant to General Instruction I.B.5 of Form F-3 during the prior 12 calendar month period that ends on and includes the date hereof. Pursuant to General Instruction I.B.5 of Form F-3, in no event will we sell securities registered on this registration statement of which any prospectus supplement forms a part in a public primary offering with a value exceeding one-third of our outstanding voting and nonvoting common equity held by non-affiliates (the “public float”) in any 12-month period so long as our public float remains below USD 75.0 million.
Investing in these securities involves a high degree of risk. Please carefully consider the risks discussed in this prospectus under “Risk Factors” beginning on page 7, in any applicable prospectus supplement and in the documents that we incorporate by reference for a discussion of the factors you should consider carefully before deciding to purchase these securities.
Neither the Securities and Exchange Commission, the Israeli Securities Authority, or ISA, nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is , 2026
TABLE OF CONTENTS
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| Page |
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ABOUT THIS PROSPECTUS |
| ii |
PROSPECTUS SUMMARY |
| 1 |
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS |
| 2 |
SUMMARY OF RISK FACTORS |
| 4 |
RISK FACTORS |
| 7 |
CAPITALIZATION |
| 8 |
USE OF PROCEEDS |
| 8 |
DESCRIPTION OF ORDINARY SHARES |
| 9 |
DESCRIPTION OF PREFERRED SHARES |
| 11 |
DESCRIPTION OF AMERICAN DEPOSITARY SHARES |
| 11 |
DESCRIPTION OF WARRANTS |
| 11 |
DESCRIPTION OF OVERALLOTMENT PURCHASE RIGHTS |
| 14 |
DESCRIPTION OF SUBSCRIPTION RIGHTS |
| 15 |
DESCRIPTION OF UNITS |
| 16 |
DESCRIPTION OF CAPITAL NOTES |
| 17 |
TAXATION |
| 18 |
PLAN OF DISTRIBUTION |
| 18 |
LEGAL MATTERS |
| 22 |
EXPERTS |
| 22 |
WHERE YOU CAN FIND ADDITIONAL INFORMATION |
| 22 |
ENFORCEABILITY OF CIVIL LIABILITIES |
| 23 |
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE |
| 24 |
OFFERING EXPENSES |
| 25 |
i
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission, or SEC, utilizing a “shelf” registration process. Under this process, we may offer and sell our securities under this prospectus.
Under this shelf registration process, we may sell the securities described in this prospectus in one or more offerings up to a total price to the public of USD 200,000,000. Furthermore, so long as the aggregate market value worldwide of our public float is less than USD 75 million, the aggregate market value of securities sold by us pursuant to this shelf registration statement during the period of 12 calendar months immediately prior to, and including, the sale, shall be no more than one-third of the public float. The offer and sale of securities under this prospectus may be made from time to time, in one or more offerings, in any manner described under the section in this prospectus entitled “Plan of Distribution.” This shelf registration statement is not being filed by us in connection with any presently contemplated securities offering.
This prospectus provides you with a general description of the securities we may offer. Each time we sell securities we will provide a prospectus supplement that will contain specific information about the terms of that offering. The prospectus supplement may also add, update or change information contained in this prospectus, and may also contain information about any material federal income tax considerations relating to the securities covered by the prospectus supplement. You should read both this prospectus and any prospectus supplement together with additional information under the headings “Where You Can Find Additional Information” and “Incorporation of Certain Documents by Reference.”
On September 19, 2025, we entered into an At the Market Offering Agreement (the “Sales Agreement”), with H.C. Wainwright & Co., LLC (“Wainwright”), for the sale of ADSs, representing our ordinary shares offered by the prospectus supplement filed on September 19, 2025 and the accompanying prospectus. In accordance with the terms of the Sales Agreement, we may offer and sell ADSs from time to time through Wainwright, acting as our agent. We have sold an aggregate of 691,806 ADSs for gross proceeds of approximately USD 2.3 million pursuant to the Sales Agreement under our registration statement on Form F-3 (File No. 333-268710), of which 607,982 ADSs for gross proceeds of approximately USD 1.9 million were sold after May 22, 2026, the date such registration statement expired, in reliance on Rule 415(a)(5)(ii) under the Securities Act of 1933, as amended (the “Securities Act”). Any future sales of ADSs under the Sales Agreement pursuant to this registration statement will be made pursuant to a prospectus supplement to this prospectus, subject to the limitations of General Instruction I.B.5 of Form F-3.
For investors outside of the United States: We have not done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. You are required to inform yourselves about and to observe any restrictions relating to this offering and the distribution of this prospectus.
Unless the context otherwise indicates or requires, all references to:
| ● | the terms “Registrant,” “Purple”, “Purple Biotech”, “Company,” “we,” “us,” “our,” “our company” and similar designations refer to Purple Biotech Ltd., together with (i) its majority owned subsidiary, TyrNovo, (ii) its wholly owned subsidiary, FameWave, (iii) its wholly owned subsidiary, Immunorizon, (iv) its wholly owned subsidiary Purple Biotech GmbH (in the process of dissolution), and (v) its wholly owned subsidiary, Immunorizon Poland sp. z o.o. (currently not active), except where otherwise stated or where it is clear that the terms mean only Purple Biotech Ltd. exclusive of any subsidiaries, |
ii
| ● | “TyrNovo” refers to TyrNovo Ltd., the majority owned subsidiary of the Registrant, |
| ● | “FameWave” refers to FameWave Ltd., the wholly owned subsidiary of Purple Biotech, |
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| ● | “Immunorizon” refers to Immunorizon Ltd., the wholly owned subsidiary of Purple Biotech, |
| ● | the terms “dollar”, “US$” or “USD” refer to U.S. dollars, the lawful currency of the United States of America, |
| ● | the terms “Euro” or “€” refer to the Euro, the lawful currency of the European Union member states, |
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| ● | “NIS” refers to the New Israeli Shekel, the lawful currency of the State of Israel, |
| ● | “ordinary shares,” “our shares” and similar expressions refer to the Registrant’s ordinary shares, no par value per share, |
| ● | “ADS” refer to the American Depositary Shares representing the Registrant’s ordinary shares, |
| ● | “Companies Law” refers to the Israeli Companies Law, 5759-1999, and |
| ● | “Nasdaq” refers to the Nasdaq Capital Market except where otherwise stated or where it is clear that the terms mean any of the Nasdaq exchanges. |
Unless otherwise indicated, all information contained in this prospectus gives retrospective effect to:
| ● | Effective as of January 4, 2019, we effected a consolidation of our share capital at a ratio of 1:20, such that: each 20 ordinary shares were consolidated into one ordinary share. |
| ● | Effective as of August 21, 2020, we effected a change in the ratio of ordinary shares to each ADS, such that the ratio of ADSs to ordinary shares changed from one (1) ADS representing one (1) ordinary share to a new ratio of one (1) ADS representing ten (10) ordinary shares. |
| ● | A change in the ratio of ordinary shares to each ADS effective as of September 17, 2024, such that the ratio of ADSs to ordinary shares changed from one (1) ADS representing ten (10) ordinary shares to a new ratio of one (1) ADS representing two hundred (200) ordinary shares. |
| ● | A change in the ratio of ordinary shares to each ADS effective as of March 2, 2026, such that the ratio of ADSs to ordinary shares changed from one (1) ADS representing two hundred (200) ordinary shares to a new ratio of one (1) ADS representing two thousand (2,000) ordinary shares. All ADS numbers in this prospectus are presented on a post-ratio change basis. |
iii
PROSPECTUS SUMMARY
This summary highlights selected information about us and information contained in greater detail elsewhere in this prospectus and in the documents incorporated by reference herein. This summary is not complete and does not contain all of the information that you should consider before investing in our securities. You should carefully read and consider this entire prospectus and the documents, including financial statements and related notes, and information incorporated by reference into this prospectus, including the financial statements and “Risk Factors” starting on page 7 of this prospectus, before making an investment decision. If you invest in our securities, you are assuming a high degree of risk.
The Company
We are a biotechnology company developing a next-generation immunotherapy platform designed to maximize anti-cancer potency while minimizing toxicity.
We are focused on advancing CAPTN-3, which is a platform of masked tri-specific antibodies that simultaneously target tumors while engaging both T cells and NK cells. Capping technology is designed to confine immune activation to the tumor microenvironment (“TME”) and, based on preclinical data, to expand the therapeutic window compared with unmasked T-cell engagers. The platform’s lead candidate, IM1240, is advancing toward the clinic and its second candidate, IM1305, is in preclinical development.
The technology utilized by CAPTN-3 presents a novel mechanism of action by unleashing both innate and adaptive immune responses at the TME to induce a broad anti-tumor immune response. The platform’s lead candidate, IM1240 (capped-CD3x5T4xNKG2A), and its second candidate, IM1305 (capped-CD3xTROP2xNKG2A), are in preclinical development. IM1240 targets the 5T4 tumor-associated antigen, which is expressed in a variety of solid tumors and is associated with advanced disease, increased invasiveness, and poor clinical outcomes. Preclinical studies of IM1240 have shown sustained tumor regression in a triple-negative breast cancer in-vivo model and pronounced anti-tumor effects in non-small cell lung cancer and head and neck cancer patient-derived explants. A preclinical toxicology study showed a favorable safety and pharmacokinetic profile for IM1240. In-vivo and in-vitro data demonstrated the platform’s plug-and-play capability and a potentially beneficial safety profile. In April 2024, in response to our pre-Investigational New Drug (“IND”) (Type B) meeting request for IM1240, we received written responses from the United States Food and Drug Administration (“FDA”), and in February 2026 we received the FDA’s written responses to a Type C meeting request. Subject to obtaining sufficient additional funding, we expect to submit an IND application to the FDA for IM1240 during 2027 and to initiate a first-in-human study thereafter. IM1305 targets the TROP2 tumor-associated antigen. As previously disclosed, further development of our former clinical-stage assets, CM24 and NT219, had been pending partnering or investment, and we wrote off the carrying value of the related in-process research and development as of December 31, 2025. We have since discontinued development of CM24 and NT219, and in October 2026, our subsidiaries initiated the process to terminate each of the NT219 license agreement and the CM24 license agreement.
Corporate Information
We were incorporated under the laws of the State of Israel (under a previous name) on August 12, 1968. Our ordinary shares were originally listed for trading on the TASE in 1978 and the ADSs have been traded on Nasdaq since November 2015. Our ordinary shares are currently traded on the TASE under the symbol “PPBT”, and the ADSs are currently traded on Nasdaq under the symbol “PPBT”. The Company is headquartered at 4 Oppenheimer Street, Science Park, Rehovot 7670104, Israel and our telephone number is +972-3-933-3121. Our website address is www.purple-biotech.com. Information contained on, or that can be accessed through, our website does not constitute a part of this Registration Statement and is not incorporated by reference herein. We have included our website address in this Registration Statement solely for informational purposes. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers, such as us, that file electronically with the SEC at www.sec.gov.
1
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus and the information incorporated by reference herein may include forward looking statements. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. In some cases, you can identify forward-looking statements by terms including “anticipates,” “believes,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “should,” “will,” “would,” and similar expressions intended to identify forward-looking statements. Forward-looking statements reflect our current views with respect to future events and are based on assumptions and subject to risks and uncertainties. In addition, certain sections of this prospectus and the information incorporated by reference herein contain information obtained from independent industry and other sources that we have not independently verified. You should not put undue reliance on any forward-looking statements. Unless we are required to do so under U.S. federal securities laws or other applicable laws, we do not intend to update or revise any forward-looking statements.
Our ability to predict our operating results or the effects of various events on our operating results is inherently uncertain. Therefore, we caution you to consider carefully the matters described under the caption “Risk Factors” on page 7 of this prospectus and certain other matters discussed in this prospectus and the information incorporated by reference herein. Such factors and many other factors beyond our control could cause our actual results, performance or achievements to be materially different from any future results, performance or achievements that may be expressed or implied by the forward-looking statements.
Factors that could cause our actual results to differ materially from those expressed or implied in such forward-looking statements include, but are not limited to:
| ● | the initiation, timing, progress and results of our research, manufacturing, preclinical studies, clinical trials, and other therapeutic candidate development efforts, including the safety and efficacy of our therapeutic candidates, as well as the extent and number of additional studies that we may be required to conduct; |
| ● | our ability to advance our therapeutic candidates into the next stages of clinical trials, or to successfully complete our planned and ongoing preclinical studies or clinical trials; |
| ● | our receipt of regulatory clarity and approvals for our therapeutic candidates and the timing of other regulatory filings and approvals; |
| ● | our ability to acquire or in-license additional therapeutic candidates, integrate acquired therapeutic candidates successfully into our business and to realize the anticipated benefits of acquisitions; |
| ● | a delay or rejection of an IND, New Drug Application or Biologics License Application for one or more of our therapeutic candidates; |
2
| ● | our ability to maintain compliance with the Nasdaq listing standards; |
| ● | the regulatory environment and changes in the health policies and regimes in the countries in which we operate including the impact of any change in regulation and legislation that could affect the pharmaceutical industry, and the difficulty of predicting actions of the FDA or any other applicable regulator of pharmaceutical products; |
| ● | the research, manufacturing, preclinical and clinical development, commercialization, and market acceptance of our therapeutic candidates; |
| ● | our ability to successfully acquire, develop or commercialize our pharmaceutical products; |
| ● | our ability to establish collaborations for our therapeutic candidates; |
| ● | the interpretation of the properties and characteristics of our therapeutic candidates and of the results obtained with our therapeutic candidates in preclinical studies or clinical trials; |
| ● | the implementation of our business model, strategic plans for our business and therapeutic candidates; |
| ● | the scope of protection we are able to establish and maintain for intellectual property rights covering our therapeutic candidates and our ability to operate our business without infringing the intellectual property rights of others; |
| ● | estimates of our expenses, revenues, capital requirements and our need for and ability to access sufficient additional financing on acceptable terms, or at all; |
| ● | the impact of competitive companies and technologies on our industry; and |
| ● | the impact of the political, economic, security and public health situation in Israel, the U.S. and other countries in which we may operate or obtain approvals for our products or our business, which may exacerbate the magnitude of the factors discussed above. |
3
SUMMARY OF RISK FACTORS
The following is a summary of some of the principal risks we face. The list below is not exhaustive, and investors should read the “Risk Factors” section included under the caption “Risk Factors” on page 7 of this prospectus, and certain other matters discussed in this prospectus and the information incorporated by reference herein.
| ● | We are a preclinical stage biotechnology company with a history of operating losses. We expect to incur significant additional losses in the future and may never be profitable; |
| ● | Our limited operating history as a biotechnology research and development company makes it difficult to evaluate our business and prospects, and we depend substantially on the success of our CAPTN-3 platform, including our lead candidate IM1240, which remains in preclinical development, for our future revenue, which could impair our ability to achieve profitability; |
| ● | We have discontinued development of CM24 and NT219 and have initiated the process to terminate the related license agreements, and we may not realize any further value from these programs; |
| ● | We will need to raise additional capital to achieve our strategic objectives of developing and commercializing our therapeutic candidates, and to develop, acquire and/or in-license additional therapeutic candidates, and our failure to raise sufficient capital would significantly impair our ability to fund our future operations, develop our current or future therapeutic candidates, seek regulatory approval that is a prerequisite to selling any product, attract development or commercial partners, and retain key personnel; |
| ● | Our long-term capital requirements are uncertain and subject to numerous risks; |
| ● | Our clinical trials may fail to demonstrate adequately the safety and efficacy of our therapeutic candidates, which would prevent or delay regulatory approval and commercialization; |
| ● | Regulations are constantly changing, and in the future our business may be subject to additional regulations that could increase our compliance costs or delay our ability to market our product candidates, if at all; |
| ● | Our therapeutic candidates may cause undesirable side effects or have other properties that could halt clinical development, prevent regulatory approval, limit commercial potential, or result in significant negative consequences; |
| ● | If we and/or our potential commercialization partners are unable to obtain FDA and/or other foreign regulatory authority approval for our therapeutic candidates, we and/or our potential commercialization partners, will be unable to commercialize our therapeutic candidates; |
| ● | Preclinical studies, chemistry, manufacturing and controls (“CMC”), and clinical trials may involve a lengthy and expensive process with an uncertain outcome, and the results of earlier studies and trials may not be predictive of future results. We and/or our potential commercialization partners will not be able to commercialize our therapeutic candidates unless we satisfactorily meet the requirements set by regulatory agencies for CMC, preclinical and clinical studies, and obtain regulatory approval, for marketing therapeutic candidates; |
| ● | If we do not establish collaborations for our oncology therapeutic candidates or any other therapeutic candidates that we may develop or acquire in the future and/or commercialize such therapeutic candidates, or otherwise raise substantial additional capital, we will likely need to alter our development and any commercialization plans; |
| ● | Any collaborative arrangements that we establish may not be successful or we may otherwise not realize the anticipated benefits from these collaborations. We do not control third parties with whom we have or may have collaborative arrangements, and we rely on them to achieve results which may be significant to us. In addition, any future collaboration arrangements may place the development, manufacturing and commercialization of our oncology therapeutic candidates or any other therapeutic candidates that we may develop or acquire in the future, outside our control, and may require us to relinquish important rights or may otherwise be on terms unfavorable to us; |
4
| ● | We rely mainly on third parties to conduct our CMC, research and development, preclinical studies and clinical trials, and those third parties may not perform satisfactorily, including, but not limited to, failing to conform with quality standards for our therapeutic candidates, which may endanger our clinical trial participants and/or fail to meet established deadlines for the completion of such studies and trials; |
| ● | If third parties do not manufacture our current therapeutic candidates or any other therapeutic candidate that we may develop or acquire in the future in sufficient quantities in the required timeframe, at the required quality standards and at an acceptable cost, preclinical, clinical development and commercialization of our therapeutic candidates could be delayed; |
| ● | We rely on third-party contract vendors to manufacture and supply us with active pharmaceutical ingredients that are compliant with the International Conference of Harmonization Q7 guidance and other applicable laws and regulations, in the quality and quantities we require on a timely basis; |
| ● | We anticipate continued reliance on third-party manufacturers if we are successful in obtaining marketing approval from the FDA and/or other regulatory agencies for IM1240 and IM1305, or any other therapeutic candidates we may develop or acquire in the future; |
| ● | We and our third-party manufacturers are, and will be, subject to regulations of the FDA and other foreign regulatory authorities; |
| ● | Our oncology therapeutic candidates and/or any other therapeutic candidate that we may develop or acquire in the future, if approved, will be subject to ongoing regulatory review. If we fail to comply with continuing U.S. and applicable foreign laws, regulations and guidelines, we could lose the FDA and/or other regulatory agencies’ approval(s) we will obtain (if any), and our business would be seriously harmed; |
| ● | We may depend on a partner to conduct future clinical trials with our therapeutic candidates, and we may enter into future collaboration agreements with collaboration partners to develop and conduct clinical trials with, obtain regulatory approvals for, and to market and sell our therapeutic candidates. If such collaboration fails to perform as expected, our future clinical trials and/or development plans will be delayed, and we will be required to seek other partners, which we may not be able to engage in a timely manner, if at all, and which may delay our development plans and therefore the potential for us to generate future revenue from our therapeutic candidates would be significantly reduced and our business would be significantly harmed; |
| ● | The manufacture of our therapeutic candidates is complex, and we may encounter difficulties in production, particularly with respect to process development or scaling-up of our manufacturing capabilities. If we, or any of our third-party manufacturers, encounter such difficulties, our ability to supply drugs for clinical trials or our products (if approved) for patients on a timely basis could be materially delayed or adversely affected. In addition, this may cause an increase in costs that could result in our inability to maintain a commercially viable cost structure; |
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| ● | Because each of our therapeutic candidates represents a novel approach to the treatment of disease, there are many uncertainties regarding the development, the market acceptance, third-party reimbursement coverage and the commercial potential of these therapeutic candidates; |
| ● | If we fail to comply with any obligations under any current or future license agreement or acquisition agreements of our therapeutic candidates, or disputes arise with respect to those agreements, it could have a negative impact on our intellectual property rights and we could lose our rights to IM1240, IM1305 or any further therapeutic candidates, which could have a material adverse effect on our business, financial condition and results of operations; |
| ● | Our shareholders may not realize a benefit from our acquisitions of therapeutic candidates commensurate with the ownership dilution they experienced in connection with the transactions; |
| ● | Any impairment in the value of our intangible assets, including goodwill, could negatively affect our operating results and total capitalization; |
| ● | The markets for our oncology therapeutic candidates are rapidly changing and competitive, and new drug delivery mechanisms, drug delivery technologies, new drugs and new treatments which may be developed by others could impair our ability to maintain and grow our business and remain competitive; |
| ● | Our business and operations may be materially adversely affected in the event of computer system failures or security or breaches due to cyber-attacks or cyber intrusions, including ransomware, phishing attacks and other malicious intrusions; |
| ● | Third-party claims of intellectual property infringement and other legal challenges may require us to spend substantial time and money and could prevent us from, or delay us in, developing or commercializing our therapeutic candidates. An adverse result in any infringement claims or other legal challenges could have a material adverse effect on our business, results of operations and on our financial condition; |
| ● | We may be unable to adequately protect or enforce our rights to intellectual property, causing us to lose valuable rights. Loss of any of our intellectual property rights may lead us to lose market share and could have an adverse effect on our business, results of operations and financial condition; |
| ● | We may not have sufficient patent terms to effectively protect our products and business; |
| ● | We conduct our operations in Israel, and therefore, political, economic and military instability in Israel and its region may adversely affect our business, results of operations, and financial condition; and |
| ● | We may not meet the continued listing requirements of Nasdaq, which could result in the delisting of the ADSs from Nasdaq. |
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RISK FACTORS
An investment in our securities involves certain risks. Before investing in our securities, you should carefully consider the risk factors in our most recent Annual Report on Form 20-F, or any updates in our Reports on Form 6-K, together with all of the other information appearing in this prospectus or incorporated by reference into this prospectus. The risks so described are not the only risks facing our company. Additional risks not presently known to us or that we currently deem immaterial may also impair our business operations. Any of these risks could materially and adversely affect our business, financial condition, results of operations and cash flows and could result in a loss of all or part of your investment. In any case, the value of the securities offered by means of this prospectus could decline due to any of these risks, and you may lose all or part of your investment.
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OFFER STATISTICS AND EXPECTED TIMETABLE
We may sell from time to time pursuant to this prospectus (as may be detailed in an applicable prospectus supplement) an indeterminate number of securities as shall have a maximum aggregate offering price of $200,000,000. The actual price per security of the securities that we will offer pursuant hereto will depend on a number of factors that may be relevant as of the time of offer. See “Plan of Distribution.”
CAPITALIZATION
The following table sets forth our consolidated unaudited capitalization as of June 30, 2026.
The amounts shown below are unaudited. The information in the following table should be read in conjunction with and is qualified in its entirety by reference to the financial statements and notes thereto included in our most recent Annual Report on Form 20-F and the other financial information incorporated by reference into this prospectus.
(In thousands, except share data) |
| As of |
| |
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| Actual |
| |
Cash and cash equivalents and short-term deposits |
| $ | 6,105 |
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Shareholders’ equity: |
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Ordinary shares |
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| - |
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Share premium |
| $ | 155,834 |
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Receipts on account of warrants |
| $ | 21,145 |
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Capital reserves |
| $ | 6,016 |
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Accumulated deficit |
| $ | (170,724 | ) |
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Total Shareholders’ equity |
| $ | 12,271 |
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Non-controlling interest |
| $ | (58 | ) |
Total capitalization |
| $ | 12,213 |
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USE OF PROCEEDS
Unless otherwise indicated in the applicable prospectus supplement, we intend to use the net proceeds from the sale of securities to fund the development of our current and future oncology drug candidates, acquisition of new assets and for general working capital purposes.
Investors are cautioned, however, that expenditures may vary substantially from these uses. Investors will be relying on the judgment of our management, who will have broad discretion regarding the application of the proceeds of this offering. The amounts and timing of our actual expenditures will depend upon numerous factors, including the amount of cash generated by our operations, the amount of competition and other operational factors. We may find it necessary or advisable to use portions of the proceeds from this offering for other purposes.
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DESCRIPTION OF ORDINARY SHARES
A description of our Ordinary Shares can be found in Exhibit 2.1, Description of Share Capital, to our Annual Report on Form 20-F for the year ended December 31, 2025, filed with the SEC on March 19, 2026.
Exclusive Forum for Shareholder Litigation
Our amended and restated articles of association provide that, unless we consent in writing to the selection of an alternative forum, the Tel Aviv District Court (Economic Division) in the State of Israel (or, if the Tel Aviv District Court does not have jurisdiction, and no other Israeli court has jurisdiction, the federal district court for the District of New York) shall be the sole and exclusive forum for (1) any derivative action or proceeding brought on our behalf, (2) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers or other employees to us or our shareholders, and (3) any action asserting a claim arising pursuant to any provision of the Companies Law or the Israeli Securities Law 5728-1968, in all cases subject to the court’s having personal jurisdiction over the indispensable parties named as defendants. In addition, unless we consent in writing to the selection of an alternative forum, and other than with respect to plaintiffs or a class of plaintiffs which may be entitled to assert claims in the courts of the State of Israel with respect to any causes of action arising under the Securities Act, the federal district courts of the United States for the District of New York shall be the exclusive forum for any complaint asserting a cause of action arising under the Securities Act. Any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock shall be deemed to have notice of and consented to these provisions. This forum selection provision will limit shareholders’ choice in selecting a judicial forum for disputes with us that it finds favorable or convenient and may have the effect of discouraging lawsuits against us or our directors and officers.
Establishment
We were incorporated under the laws of the State of Israel. We are registered with the Israeli Registrar of Companies in Jerusalem, Israel.
Share History
The following is a summary of the history of our share capital for the last three years.
Ordinary Share Issuances
During 2025 and 2024, we sold, under the Open Market Sale Agreement with Jefferies LLC (the “Jefferies ATM program”), 43,984 and 45,780 ADSs at average prices of approximately USD 25.8 and USD 64.9 per ADS, respectively, and raised USD 1.13 million and USD 2.97 million in gross proceeds (approximately USD 1.09 million and USD 2.85 million net of placement agent fees), respectively.
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On July 2, 2024, we raised USD 2 million in gross proceeds (approximately USD 1.8 million net of placement agent fees) in a warrant inducement transaction. In this transaction, we induced the exercise of certain existing warrants to purchase an aggregate of 28,168 ADSs, of which 16,647 ADSs were held in abeyance. The existing warrants had original exercise prices ranging from USD 250 to USD 4,000 per ADS and were originally issued by us in October 2023, June 2020, January 2019 and June 2018. The exercise price for these existing warrants was reduced to USD 72 per ADS. As of December 31, 2025, no ADSs are held in abeyance.
In consideration for the exercise of the existing warrants, we issued new unregistered Series A-1 warrants to purchase up to an aggregate of 24,897 ADSs and new unregistered Series A-2 warrants to purchase up to an aggregate of 31,438 ADSs. The new warrants are immediately exercisable at an exercise price of USD 80.0 per ADS. The Series A-1 warrants have a term of five years from the issuance date, and the Series A-2 warrants had a term of twenty-four months from the issuance date. In addition, the Company issued to the placement agent (or its designees) unregistered compensation warrants to purchase up to 1,972 ADSs at an exercise price of USD 90.0 per ADS. The unregistered placement agent warrants are immediately exercisable and have a term of five years from July 2, 2024.
During 2024, the pre-funded warrants to purchase up to 9,589 ADSs issued in the October 2023 registered direct offering and the October 2023 warrants to purchase up to 21,739 ADSs, as well as the amended warrants to purchase up to 3,158 ADSs, were exercised as part of the warrant inducement transaction in July 2024. In total during 2024, an aggregate of approximately 38,000 ADSs were issued as a result of the exercise of warrants and pre-funded warrants.
On December 5, 2024, in a registered direct offering, we raised USD 2.83 million in gross proceeds (approximately USD 2.5 million net of placement agent fees). In this registered direct offering, we issued an aggregate of 47,267 ADSs at a purchase price of USD 60.0 per ADS. In addition, we issued to the placement agent (or its designees) unregistered compensation warrants to purchase up to 3,309 ADSs at an exercise price of USD 75 per ADS. The unregistered placement agent warrants are immediately exercisable and have a term of five years, expiring on December 3, 2029.
During 2024, we issued 3,142,000 ordinary shares on account of vested restricted share units (“RSUs”) granted in 2021, 2022 and 2023 to officers, board members and employees.
On September 5, 2025, we completed a public offering pursuant to an effective registration statement on Form F-1. In this offering, we issued an aggregate of 305,500 ADSs and pre-funded warrants to purchase up to 294,500 ADSs (of which 188,500 were exercised prior to the closing) at an offering price of USD 10.00 per ADS and USD 9.999 per pre-funded warrant, each accompanied by ordinary warrants. The offering generated aggregate gross proceeds of approximately USD 6.0 million (approximately USD 5.3 million net of placement agent fees and offering expenses). In addition, we issued twenty-four month warrants to purchase up to 1,200,000 ADSs at an exercise price of USD 10.00 per ADS. The warrants are immediately exercisable and expire two years from the closing date. The pre-funded warrants had an exercise price of USD 0.001 per ADS and have all been exercised. In connection with the offering, we issued to the placement agent warrants to purchase up to 42,000 ADSs at an exercise price of USD 12.50 per ADS. The placement agent warrants are immediately exercisable and expire on September 7, 2027.
During 2025, an aggregate of approximately 132,000 ADSs were issued as a result of the exercise of warrants and pre-funded warrants.
During 2025, we issued 1,298 ADSs upon the vesting of RSUs granted to officers, directors and employees.
During 2026, pursuant to the Sales Agreement with Wainwright, we sold an aggregate of 691,806 ADSs at an average price of approximately USD 3.32 per ADS and raised approximately USD 2.3 million in gross proceeds (approximately USD 2.2 million net of placement agent fees).
During the six months ended June 30, 2026, we issued approximately 6,000 ADSs upon the vesting of RSUs granted to officers, directors and employees.
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DESCRIPTION OF Preferred Shares
A description of our preferred shares can be found in Exhibit 2.1, Description of Share Capital, to our Annual Report on Form 20-F for the year ended December 31, 2025, filed with the SEC on March 19, 2026.
DESCRIPTION OF American Depositary Shares
A description of the ADSs can be found in Exhibit 2.1, Description of Share Capital, to our Annual Report on Form 20-F for the year ended December 31, 2025, filed with the SEC on March 19, 2026.
DESCRIPTION OF WARRANTS
We may issue warrants to purchase ADSs and/or ordinary shares and/or preferred shares. Warrants may be issued independently or together with any other securities and may be attached to, or separate from, such securities. Each series of warrants will be issued under a separate warrant agreement to be entered into between us and a warrant agent and/or the warrant holder. Any warrant agent will act solely as our agent and will not assume any obligation or relationship of agency for or with holders or beneficial owners of warrants. The terms of any warrants to be issued and a description of the material provisions of the applicable warrant agreement will be set forth in the applicable prospectus supplement.
The applicable prospectus supplement will describe the following terms of any warrants in respect of which this prospectus is being delivered:
| ● | the title of such warrants; |
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| ● | the aggregate number of such warrants; |
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| ● | the price or prices at which such warrants will be issued and exercised; |
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| ● | the currency or currencies in which the price of such warrants will be payable; |
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| ● | the securities purchasable upon exercise of such warrants; |
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| ● | the date on which the right to exercise such warrants shall commence and the date on which such right shall expire; |
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| ● | if applicable, the minimum or maximum amount of such warrants which may be exercised at any one time; |
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| ● | if applicable, the designation and terms of the securities with which such warrants are issued and the number of such warrants issued with each such security; |
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| ● | if applicable, the date on and after which such warrants and the related securities will be separately transferable; |
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| ● | if applicable, any provisions for cashless exercise of the warrants; |
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| ● | if applicable; any exercise limitations with respect to the ownership limitations by the holder exercising the warrant; |
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| ● | information with respect to book-entry procedures, if any; |
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| ● | any material Israeli and United States federal income tax consequences; |
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| ● | the anti-dilution provisions of the warrants, if any; and |
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| ● | any other terms of such warrants, including terms, procedures and limitations relating to the exchange and exercise of such warrants. |
Investors’ and Placement Agent’s Warrants
October 2023 Registered Direct Offering Warrants
On October 19, 2023, in a registered direct offering, we issued unregistered warrants to purchase up to an aggregate of 21,739 ADSs representing 43,478,000 of our ordinary shares, all of which have since been exercised, in a concurrent private placement completed alongside the registered direct offering. We also issued unregistered compensation warrants to purchase up to 1,522 ADSs representing 3,044,000 of our ordinary shares to Wainwright (or its designees), the exclusive placement agent for the October 2023 offering (the “October 2023 PA Warrants”). The October 2023 PA Warrants are immediately exercisable and have a term of five years from October 17, 2023, at an exercise price of USD 287.50 per ADS. The October 2023 PA Warrants are exercisable for cash, or under certain circumstances on a cashless basis.
July 2024 Warrant Inducement Transaction Warrants
On July 2, 2024, we issued to certain holders of existing warrants originally issued in October 2023, June 2020, January 2019 and June 2018 new unregistered Series A-1 warrants to purchase up to an aggregate of 24,897 ADSs, representing 49,794,000 of our ordinary shares (the “Series A-1 Warrants”) and new unregistered Series A-2 warrants to purchase up to an aggregate of 31,438 ADSs, representing 62,876,000 of our ordinary shares (the “Series A-2 Warrants” and, together with the Series A-1 Warrants, the “July 2024 Investor Warrants”). The July 2024 Investor Warrants are immediately exercisable at an exercise price of USD 80 per ADS, subject to certain adjustments. The Series A-1 Warrants have a term of five years from the issuance date and the Series A-2 Warrants had a term of twenty-four months from the issuance date and expired on July 2, 2026. Subject to limited exceptions, a holder of the Series A-1 Warrants will not have the right to exercise any portion of its warrants if the holder, together with its affiliates, would beneficially own in excess of 4.99% (or, at the holder’s option upon initial issuance, 9.99%) of the number of ordinary shares outstanding immediately after giving effect to such exercise. However, upon at least 61 days’ prior notice from the holder to us, a holder with a 4.99% ownership blocker may increase the amount of ownership of outstanding ordinary shares after exercising the holder’s warrants up to 9.99% of the number of our ordinary shares outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the Series A-1 Warrants.
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We also issued unregistered compensation warrants to purchase up to 1,972 ADSs, representing 3,944,000 of our ordinary shares, to Wainwright (or its designees), the exclusive placement agent for the July 2024 warrant inducement transaction (the “July 2024 PA Warrants”). The July 2024 PA Warrants are immediately exercisable at an exercise price of USD 90 per ADS and have a term of five years from July 2, 2024. The July 2024 PA Warrants are exercisable for cash, or under certain circumstances on a cashless basis. The ADSs underlying the July 2024 PA Warrants were registered under the registration statement on Form F-1 filed in July 2024.
December 2024 Registered Direct Offering Warrants
On December 5, 2024, in a registered direct offering, we issued to the placement agent (or its designees) unregistered compensation warrants to purchase up to 3,309 ADSs, representing 6,618,000 of our ordinary shares (the “December 2024 PA Warrants”). The December 2024 PA Warrants are immediately exercisable at an exercise price of USD 75 per ADS and have a term of five years, expiring on December 3, 2029. The December 2024 PA Warrants are exercisable for cash, or under certain circumstances on a cashless basis.
September 2025 Public Offering Warrants
On September 5, 2025, in a public offering pursuant to an effective registration statement on Form F-1, we issued registered warrants to purchase up to an aggregate of 1,200,000 ADSs, representing 2,400,000,000 of our ordinary shares (hereinafter the “September 2025 Investor Warrants” or the “Ordinary Warrants”). The September 2025 Investor Warrants are immediately exercisable at an exercise price of USD 10.00 per ADS, subject to certain adjustments, and expire two years from the closing date of the offering. Subject to limited exceptions, a holder of the September 2025 Investor Warrants will not have the right to exercise any portion of its warrants if the holder, together with its affiliates, would beneficially own in excess of 4.99% (or, at the holder’s option upon initial issuance, 9.99%) of the number of ordinary shares outstanding immediately after giving effect to such exercise. However, upon at least 61 days’ prior notice from the holder to us, a holder with a 4.99% ownership blocker may increase the amount of ownership of outstanding ordinary shares after exercising the holder’s warrants up to 9.99% of the number of our ordinary shares outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the September 2025 Investor Warrants. Pursuant to the September 2025 Investor Warrants, if at the time of exercise a registration statement registering the issuance of the ADSs underlying the warrants under the Securities Act is not then effective or available, the holder may exercise the warrants through a cashless exercise, in whole or in part, in which case the holder would receive upon such exercise the net number of ADSs determined according to the formula set forth in the warrants.
We also issued registered warrants to purchase up to 42,000 ADSs, representing 84,000,000 of our ordinary shares, to Wainwright (or its designees), the exclusive placement agent for the September 2025 offering (the “September 2025 PA Warrants”). The September 2025 PA Warrants are immediately exercisable at an exercise price of USD 12.50 per ADS and expire on September 7, 2027. The September 2025 PA Warrants are exercisable for cash, or under certain circumstances on a cashless basis.
The description in the applicable prospectus supplement of any warrants we offer will not necessarily be complete and will be qualified in its entirety by reference to the applicable warrant agreement, which will be filed with the SEC if we offer warrants. For more information on how you can obtain copies of the applicable warrant agreement if we offer warrants, see “Where You Can Find Additional Information” beginning on page 22 of this prospectus and “Incorporation of Certain Documents By Reference” beginning on page 24 of this prospectus. We urge you to read any applicable prospectus supplement and the applicable warrant agreement, in their entirety.
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DESCRIPTION OF OVERALLOTMENT PURCHASE RIGHTS
We may issue overallotment purchase rights to purchase ADSs and/or ordinary shares and/or preferred shares and/or warrants and/or subscription rights and/or units. Overallotment purchase rights may be issued independently or together with any other securities and may be attached to, or separate from, such securities. Any overallotment purchase rights will be issued under a form of overallotment purchase right and/or overallotment purchase agreement to be filed with the SEC. The terms of any overallotment purchase rights to be issued and a description of the material provisions of the applicable form of overallotment purchase right will be set forth in the applicable prospectus supplement.
The applicable prospectus supplement relating to any overallotment purchase rights we offer, if any, will, to the extent applicable, include specific terms relating to the offering, including some or all of the following:
| ● | the form of such overallotment purchase rights; |
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| ● | the aggregate number of such overallotment purchase rights; |
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| ● | the price or prices at which such overallotment purchase rights will be issued and exercised; |
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| ● | the currency or currencies in which the price of such overallotment purchase rights will be payable; |
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| ● | the securities purchasable upon exercise of such overallotment purchase rights; |
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| ● | the date on which the right to exercise such overallotment purchase rights shall commence and the date on which such right shall expire; |
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| ● | if applicable, the minimum or maximum amount of such overallotment purchase rights which may be exercised at any one time; |
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| ● | if applicable, the designation and terms of the securities with which such overallotment purchase rights are issued and the number of such overallotment purchase rights issued with each such security; |
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| ● | if applicable, the date on and after which such overallotment purchase rights and the related securities will be separately transferable; |
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| ● | if applicable, any provisions for cashless exercise of the overallotment purchase rights; |
| ● | if applicable; any exercise limitations with respect to the ownership limitations by the holder exercising the overallotment purchase rights; |
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| ● | information with respect to book-entry procedures, if any; |
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| ● | the anti-dilution provisions of the overallotment purchase rights, if any; and |
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| ● | any other terms of such overallotment purchase rights, including terms, procedures and limitations relating to the exchange and exercise of such overallotment purchase rights. |
The description in the applicable prospectus supplement of any overallotment purchase rights we offer will not necessarily be complete and will be qualified in its entirety by reference to the applicable form of overallotment purchase right, which will be filed with the SEC if we offer overallotment purchase rights. For more information on how you can obtain copies of the applicable form of overallotment purchase right if we offer overallotment purchase rights, see “Where You Can Find Additional Information” beginning on page 22 of this prospectus and “Incorporation of Certain Documents by Reference” beginning on page 24 of this prospectus. We urge you to read the applicable form of overallotment purchase right and any applicable prospectus supplement in their entirety.
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DESCRIPTION OF SUBSCRIPTION RIGHTS
We may issue subscription rights to purchase our ordinary shares, and/or preferred shares, and/or ADSs. These subscription rights may be issued independently or together with any other security offered hereby and may or may not be transferable by the shareholder receiving the subscription rights in such offering. In connection with any offering of subscription rights, we may enter into a standby arrangement with one or more underwriters or other purchasers pursuant to which the underwriters or other purchasers may be required to purchase any securities remaining unsubscribed for after such offering.
The prospectus supplement relating to any subscription rights we offer, if any, will, to the extent applicable, include specific terms relating to the offering, including some or all of the following:
| ● | the price, if any, for the subscription rights; |
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| ● | the exercise price payable for each ordinary share, and/or preferred share, and/or ADS upon the exercise of the subscription rights; |
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| ● | the number of subscription rights to be issued to each shareholder; |
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| ● | the number and terms of the ordinary shares, and/or preferred shares, and/or ADSs, which may be purchased per subscription right; |
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| ● | the extent to which the subscription rights are transferable; |
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| ● | any other terms of the subscription rights, including the terms, procedures and limitations relating to the exchange and exercise of the subscription rights; |
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| ● | the date on which the right to exercise the subscription rights shall commence, and the date on which the subscription rights shall expire; |
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| ● | the extent to which the subscription rights may include an over-subscription privilege with respect to unsubscribed securities; and |
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| ● | if applicable, the material terms of any standby underwriting or purchase arrangement which may be entered into by us in connection with the offering of subscription rights. |
The description in the applicable prospectus supplement of any subscription rights we offer will not necessarily be complete and will be qualified in its entirety by reference to the applicable subscription right agreement, which will be filed with the SEC if we offer subscription rights. For more information on how you can obtain copies of the applicable subscription right agreement if we offer subscription rights, see “Where You Can Find Additional Information” beginning on page 22 of this prospectus and “Incorporation of Certain Documents by Reference” beginning on page 24 of this prospectus. We urge you to read the applicable subscription right agreement and any applicable prospectus supplement in their entirety.
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DESCRIPTION OF UNITS
We may issue units comprised of one or more of the other securities that may be offered under this prospectus, in any combination. Each unit will be issued so that the holder of the unit is also the holder of each security included in the unit. Thus, the holder of a unit will have the rights and obligations of a holder of each included security. The unit agreement under which a unit is issued may provide that the securities included in the unit may not be held or transferred separately at any time, or at any time before a specified date.
The prospectus supplement relating to any units we offer, if any, will, to the extent applicable, include specific terms relating to the offering, including some or all of the following:
| ● | the material terms of the units and of the securities comprising the units, including whether and under what circumstances those securities may be held or transferred separately; |
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| ● | any material provisions relating to the issuance, payment, settlement, transfer or exchange of the units or of the securities comprising the units; and |
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| ● | any material provisions of the governing unit agreement that differ from those described above. |
The description in the applicable prospectus supplement of any units we offer will not necessarily be complete and will be qualified in its entirety by reference to the applicable unit agreement, which will be filed with the SEC if we offer units. For more information on how you can obtain copies of the applicable unit agreement if we offer units, see “Where You Can Find Additional Information” beginning on page 22 of this prospectus and “Incorporation of Certain Documents by Reference” beginning on page 24 of this prospectus. We urge you to read the applicable unit agreement and any applicable prospectus supplement in their entirety.
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DESCRIPTION OF CAPITAL NOTES
We may from time to time offer and sell under this prospectus capital notes, referred to herein as equity equivalent capital notes. When we offer to sell a particular series of capital notes, we will describe the specific terms of the series in a prospectus supplement. We will also indicate in the prospectus supplement whether the general terms and provisions described in this prospectus apply to a particular series of capital notes.
The capital notes are instruments of equity and not debt. Unless otherwise specified in a prospectus supplement, (i) the face amounts of the capital notes will not bear interest nor will they be linked to any index, (ii) the face amounts of the capital notes will only be payable by us out of distributions made upon the winding-up, liquidation or dissolution of our company on a pari passu and pro rata basis with the holders of our ordinary shares and (iii) we will have no right to prepay or redeem the equity equivalent capital notes. In addition, the holder may at any time, convert the face amount of the equity equivalent capital notes, in whole or in part, without payment of any additional consideration, into ADSs or ordinary shares, as set forth in the equity equivalent capital note, at a conversion price agreed with the holder. Unless otherwise specified in a prospectus supplement, the equity equivalent capital notes shall have no maturity date and the right to convert into ADSs or ordinary shares shall not expire.
The terms of any particular series of equity equivalent capital notes will be set forth in the purchase agreement with the purchasers and the governing capital note certificate, each of which will be incorporated by reference as an exhibit to the registration statement of which this prospectus forms a part. The foregoing summary of the equity equivalent capital notes is not complete. We encourage you to read the purchase agreement and capital note certificate, because they, and not this summary, will govern your rights as a holder of equity equivalent capital notes.
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TAXATION
The material Israeli and U.S. federal income tax consequences relating to the purchase, ownership and disposition of any of the securities offered by this prospectus will be set forth in the prospectus supplement offering those securities.
PLAN OF DISTRIBUTION
The securities being offered by this prospectus may be sold:
| ● | through agents; |
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| ● | to or through one or more underwriters on a firm commitment or agency basis; |
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| ● | through put or call option transactions relating to the securities; |
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| ● | to or through dealers, who may act as agents or principals, including a block trade (which may involve crosses) in which a broker or dealer so engaged will attempt to sell as agent but may position and resell a portion of the block as principal to facilitate the transaction; |
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| ● | through privately negotiated transactions; |
| ● | purchases by a broker or dealer as principal and resale by such broker or dealer for its own account pursuant to this prospectus; |
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| ● | directly to purchasers, including our affiliates, through a specific bidding or auction process, on a negotiated basis or otherwise; to or through one or more underwriters on a firm commitment or best efforts basis; |
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| ● | exchange distributions and/or secondary distributions; |
| ● | ordinary brokerage transactions and transactions in which the broker solicits purchasers; |
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| ● | in “at-the-market” offerings, within the meaning of Rule 415(a)(4) of the Securities Act into an existing trading market, on an exchange or otherwise; |
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| ● | transactions not involving market makers or established trading markets, including direct sales or privately negotiated transactions; |
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| ● | transactions in options, swaps or other derivatives that may or may not be listed on an exchange or |
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| ● | in any combination of these methods of sale; |
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| ● | through any other method permitted pursuant to applicable law; or |
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| ● | through a combination of any such methods of sale. |
At any time a particular offer of the securities covered by this prospectus is made, a revised prospectus or prospectus supplement, if required, will be distributed which will set forth the aggregate amount of securities covered by this prospectus being offered and the terms of the offering, including the name or names of any underwriters, dealers, brokers or agents, any discounts, commissions, concessions and other items constituting compensation from us and any discounts, commissions or concessions allowed or re-allowed or paid to dealers. Such prospectus supplement, and, if necessary, a post-effective amendment to the registration statement of which this prospectus is a part, will be filed with the SEC to reflect the disclosure of additional information with respect to the distribution of the securities covered by this prospectus. In order to comply with the securities laws of certain states, if applicable, the securities sold under this prospectus may only be sold through registered or licensed broker-dealers. In addition, in some states the securities may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from registration or qualification requirements is available and is complied with.
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The distribution of securities may be effected from time to time in one or more transactions, including block transactions and transactions on The Nasdaq Capital Market or any other organized market where the securities may be traded. The securities may be sold at a fixed price or prices, which may be changed, or at market prices prevailing at the time of sale, at prices relating to the prevailing market prices or at negotiated prices. The consideration may be cash or another form negotiated by the parties. Agents, underwriters or broker-dealers may be paid compensation for offering and selling the securities. That compensation may be in the form of discounts, concessions or commissions to be received from us or from the purchasers of the securities. Any dealers and agents participating in the distribution of the securities may be deemed to be underwriters, and compensation received by them on resale of the securities may be deemed to be underwriting discounts. If any such dealers or agents were deemed to be underwriters, they may be subject to statutory liabilities under the Securities Act.
Agents may from time to time solicit offers to purchase the securities. If required, we will name in the applicable prospectus supplement any agent involved in the offer or sale of the securities and set forth any compensation payable to the agent. Unless otherwise indicated in the prospectus supplement, any agent will be acting on a best efforts basis for the period of its appointment. Any agent selling the securities covered by this prospectus may be deemed to be an underwriter, as that term is defined in the Securities Act, of the securities.
To the extent that we make sales to or through one or more underwriters or agents in at-the-market offerings, we will do so pursuant to the terms of a distribution agreement between us and the underwriters or agents. If we engage in at-the-market sales pursuant to a distribution agreement, we will sell any of our listed securities to or through one or more underwriters or agents, which may act on an agency basis or on a principal basis. During the term of any such agreement, we may sell any of our listed securities on a daily basis in exchange transactions or otherwise as we agree with the underwriters or agents. The distribution agreement will provide that any of our listed securities which are sold will be sold at prices related to the then prevailing market prices for our listed securities. Therefore, exact figures regarding proceeds that will be raised or commissions to be paid cannot be determined at this time and will be described in a prospectus supplement. Pursuant to the terms of the distribution agreement, we also may agree to sell, and the relevant underwriters or agents may agree to solicit offers to purchase, blocks of our listed securities. The terms of each such distribution agreement will be set forth in more detail in a prospectus supplement to this prospectus.
If underwriters are used in a sale, securities will be acquired by the underwriters for their own account and may be resold from time to time in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale, or under delayed delivery contracts or other contractual commitments. Securities may be offered to the public either through underwriting syndicates represented by one or more managing underwriters or directly by one or more firms acting as underwriters. If an underwriter or underwriters are used in the sale of securities, an underwriting agreement will be executed with the underwriter or underwriters, as well as any other underwriter or underwriters, with respect to a particular underwritten offering of securities, and will set forth the terms of the transactions, including compensation of the underwriters and dealers and the public offering price, if applicable. The prospectus and prospectus supplement will be used by the underwriters to resell the securities.
If a dealer is used in the sale of the securities, we or an underwriter will sell the securities to the dealer, as principal. The dealer may then resell the securities to the public at varying prices to be determined by the dealer at the time of resale. To the extent required, we will set forth in the prospectus supplement the name of the dealer and the terms of the transactions.
We may directly solicit offers to purchase the securities and may make sales of securities directly to institutional investors or others. These persons may be deemed to be underwriters within the meaning of the Securities Act with respect to any resale of the securities. To the extent required, the prospectus supplement will describe the terms of any such sales, including the terms of any bidding or auction process, if used.
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Agents, underwriters and dealers may be entitled under agreements which may be entered into with us to indemnification by us against specified liabilities, including liabilities incurred under the Securities Act, or to contribution by us to payments they may be required to make in respect of such liabilities. If required, the prospectus supplement will describe the terms and conditions of the indemnification or contribution. Some of the agents, underwriters or dealers, or their affiliates may be customers of, engage in transactions with or perform services for us or our subsidiaries.
Any person participating in the distribution of securities registered under the registration statement that includes this prospectus will be subject to applicable provisions of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and the applicable SEC rules and regulations, including, among others, Regulation M, which may limit the timing of purchases and sales of any of our securities by that person. Furthermore, Regulation M may restrict the ability of any person engaged in the distribution of our securities to engage in market-making activities with respect to our securities. These restrictions may affect the marketability of our securities and the ability of any person or entity to engage in market-making activities with respect to our securities.
Certain persons participating in an offering may engage in over-allotment, stabilizing transactions, short-covering transactions, penalty bids and other transactions that stabilize, maintain or otherwise affect the price of the offered securities. These activities may maintain the price of the offered securities at levels above those that might otherwise prevail in the open market, including by entering stabilizing bids, effecting syndicate covering transactions or imposing penalty bids, each of which is described below:
| ● | A stabilizing bid means the placing of any bid, or the effecting of any purchase, for the purpose of pegging, fixing or maintaining the price of a security. |
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| ● | A syndicate covering transaction means the placing of any bid on behalf of the underwriting syndicate or the effecting of any purchase to reduce a short position created in connection with the offering. |
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| ● | A penalty bid means an arrangement that permits the managing underwriter to reclaim a selling concession from a syndicate member in connection with the offering when offered securities originally sold by the syndicate member are purchased in syndicate covering transactions. |
These transactions may be effected on an exchange or automated quotation system, if the securities are listed on that exchange or admitted for trading on that automated quotation system, or in the over-the-counter market or otherwise.
If so indicated in the applicable prospectus supplement, we will authorize agents, underwriters or dealers to solicit offers from certain types of institutions to purchase offered securities from us at the public offering price set forth in such prospectus supplement pursuant to delayed delivery contracts providing for payment and delivery on a specified date in the future. Such contracts will be subject only to those conditions set forth in the prospectus supplement and the prospectus supplement will set forth the commission payable for solicitation of such contracts.
In addition, ordinary shares, preferred shares, or ADSs may be issued upon conversion of other securities.
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Any underwriters to whom offered securities are sold for public offering and sale may make a market in such offered securities, but such underwriters will not be obligated to do so and may discontinue any market making at any time without notice. The offered securities may or may not be listed on a national securities exchange. No assurance can be given that there will be a market for the offered securities.
Any securities that qualify for sale pursuant to Rule 144 or Regulation S under the Securities Act, may be sold under Rule 144 or Regulation S rather than pursuant to this prospectus.
To the extent that we make sales to or through one or more underwriters or agents in at-the-market offerings, we will do so pursuant to the terms of a distribution agreement between us and the underwriters or agents. If we engage in at-the-market sales pursuant to a distribution agreement, we will sell our ordinary shares, preferred shares, or ADSs to or through one or more underwriters or agents, which may act on an agency basis or on a principal basis. During the term of any such agreement, we may sell ordinary shares, preferred shares, or ADSs on a daily basis in exchange transactions or otherwise as we agree with the underwriters or agents. The distribution agreement will provide that any ordinary shares, preferred shares, or ADSs sold will be sold at prices related to the then prevailing market prices for our ordinary shares, preferred shares, or ADSs. Therefore, exact figures regarding proceeds that will be raised or commissions to be paid cannot be determined at this time and will be described in a prospectus supplement. Pursuant to the terms of the distribution agreement, we also may agree to sell, and the relevant underwriters or agents may agree to solicit offers to purchase, blocks of our ordinary shares, preferred shares, ADSs or warrants. The terms of each such distribution agreement will be set forth in more detail in a prospectus supplement to this prospectus.
In connection with offerings made through underwriters or agents, we may enter into agreements with such underwriters or agents pursuant to which we receive our outstanding securities in consideration for the securities being offered to the public for cash. In connection with these arrangements, the underwriters or agents may also sell securities covered by this prospectus to hedge their positions in these outstanding securities, including in short sale transactions. If so, the underwriters or agents may use the securities received from us under these arrangements to close out any related open borrowings of securities.
We may enter into derivative transactions with third parties or sell securities not covered by this prospectus to third parties in privately negotiated transactions. If the applicable prospectus supplement indicates, in connection with those derivatives, such third parties (or affiliates of such third parties) may sell securities covered by this prospectus and the applicable prospectus supplement, including in short sale transactions. If so, such third parties (or affiliates of such third parties) may use securities pledged by us or borrowed from us or others to settle those sales or to close out any related open borrowings of shares, and may use securities received from us in settlement of those derivatives to close out any related open borrowings of shares. The third parties (or affiliates of such third parties) in such sale transactions will be underwriters and will be identified in the applicable prospectus supplement (or a post-effective amendment).
We may loan or pledge securities to a financial institution or other third party that in turn may sell the securities using this prospectus. Such financial institution or third party may transfer its short position to investors in our securities or in connection with a simultaneous offering of other securities offered by this prospectus.
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LEGAL MATTERS
The validity of the ordinary shares being offered pursuant to this prospectus has been passed upon by FISCHER (FBC & Co.), Tel Aviv, Israel. Certain legal matters with respect to U.S. federal securities law will be passed upon for us by Haynes and Boone, LLP, New York, New York. Additional legal matters may be passed on for us, or any underwriters, dealers or agents by counsel we will name in the applicable prospectus supplement.
EXPERTS
The consolidated financial statements of Purple Biotech Ltd. and its subsidiaries as of December 31, 2025 and 2024 and for each of the years in the three-year period ended December 31, 2025, have been incorporated by reference herein in reliance upon the report of Somekh Chaikin, a member firm of KPMG International, independent registered public accounting firm, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.
WHERE YOU CAN FIND ADDITIONAL INFORMATION
We have filed with the SEC a registration statement on Form F-3 under the Securities Act relating to the offering of our securities offered hereby. This prospectus does not contain all of the information contained in the registration statement. The rules and regulations of the SEC allow us to omit certain information from this prospectus that is included in the registration statement. Statements made in this prospectus concerning the contents of any contract, agreement or other document are summaries of all material information about the documents summarized, but are not complete descriptions of all terms of these documents. If we filed any of these documents as an exhibit to the registration statement, you may read the document itself for a complete description of its terms.
We are required to file reports and other information with the SEC under the Exchange Act, and the regulations thereunder applicable to foreign private issuers. The SEC maintains an Internet site that contains reports and other information regarding issuers that file electronically with the SEC. Our filings with the SEC are available to the public through this website at http://www.sec.gov. For so long as we are also listed on the TASE, these SEC filings are also generally available to the public on (i) the Israel Securities Authority’s Magna website at www.magna.isa.gov.il, (ii) the Tel Aviv Stock Exchange website at http://www.maya.tase.co.il, and (iii) from commercial document retrieval services.
As a foreign private issuer, we are exempt from the rules under the Exchange Act relating to the furnishing and content of proxy statements. In addition, our officers, directors and principal shareholders are exempt from the short-swing profit recovery provisions contained in Section 16(b) of the Exchange Act and our principal shareholders are exempt from the reporting obligations contained in Section 16(a) of the Exchange Act. We are not required under the Exchange Act to file periodic reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act. However, we are required to file with the SEC, within 120 days after the end of each fiscal year ending December 31, an annual report on Form 20-F containing financial statements which are examined and reported on, with an opinion expressed, by an independent registered public accounting firm. We also furnish to the SEC under cover of Form 6-K material information required to be made public in Israel, filed with and made public by any stock exchange or distributed by us to our shareholders. In addition, in accordance with the Nasdaq Listing Rules, as a foreign private issuer we are required to submit on Form 6-K an interim balance sheet and income statement as of the end of the second quarter of each fiscal year. We have also agreed contractually under the Sales Agreement for our ATM program to submit to the SEC, on Form 6-K, an interim balance sheet and income statement as of the end of the first and/or third quarters of each fiscal year if we shall desire to sell ADSs pursuant to the Sales Agreement during certain time periods.
We maintain a corporate website at www.purple-biotech.com. Information contained on, or that can be accessed through, our website does not constitute a part of this prospectus. We have included our website address in this prospectus solely as an inactive textual reference. We will post on our website any materials required to be posted on such website under applicable corporate or securities laws and regulations.
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ENFORCEABILITY OF CIVIL LIABILITIES
We are incorporated under the laws of the State of Israel. Service of process upon us and upon our directors and officers and the Israeli experts named in this prospectus, substantially all of whom reside outside the United States, may be difficult to obtain within the United States. Furthermore, because substantially all of our assets and substantially all of our directors and officers are located outside the United States, any judgment obtained in the United States against us or any of our directors and officers may not be collectible within the United States.
It may be difficult to assert U.S. securities law claims in original actions instituted in Israel. Israeli courts may refuse to hear a claim based on a violation of U.S. securities laws because Israel is not the most appropriate forum to bring such a claim. In addition, even if an Israeli court agrees to hear a claim, it may determine that Israeli law and not U.S. law is applicable to the claim. If U.S. law is found to be applicable, the content of applicable U.S. law must be proved as a fact which can be a time-consuming and costly process. Certain matters of procedure will also be governed by Israeli law.
Subject to certain time limitations and legal procedures, Israeli courts may enforce a United States judgment in a civil matter which, subject to certain exceptions, is non-appealable, including judgments based upon the civil liability provisions of the Securities Act and the Exchange Act and including a monetary or compensatory judgment in a non-civil matter, provided that:
| ● | the judgment was rendered by a court which was, according to the laws of the state of the court, competent to render the judgment; |
| ● | the obligation imposed by the judgment is enforceable according to the rules relating to the enforceability of judgments in Israel and the substance of the judgment is not contrary to public policy; and |
| ● | the judgment is executory in the state in which it was given. |
Even if these conditions are met, an Israeli court may not declare a foreign civil judgment enforceable if:
| ● | the judgment was given in a state whose laws do not provide for the enforcement of judgments of Israeli courts (subject to exceptional cases); |
| ● | the enforcement of the judgment is likely to prejudice the sovereignty or security of the State of Israel; |
| ● | the judgment was obtained by fraud; |
| ● | the opportunity given to the defendant to bring its arguments and evidence before the court was not reasonable in the opinion of the Israeli court; |
| ● | the judgment was rendered by a court not competent to render it according to the laws of private international law as they apply in Israel; |
| ● | the judgment is contradictory to another judgment that was given in the same matter between the same parties and that is still valid; or |
| ● | at the time the action was brought in the foreign court, a lawsuit in the same matter and between the same parties was pending before a court or tribunal in Israel. |
We have irrevocably appointed Puglisi & Associates, 850 Library Avenue, Suite 204, Newark, DE 19715 Tel: +1 (302) 738-6680 as our agent to receive service of process in any action against us in any United States federal or state court arising out of this offering or any purchase or sale of securities in connection with this offering.
If a foreign judgment is enforced by an Israeli court, it generally will be payable in Israeli currency, which can then be converted into non-Israeli currency and transferred out of Israel. The usual practice in an action before an Israeli court to recover an amount in a non-Israeli currency is for the Israeli court to issue a judgment for the equivalent amount in Israeli currency at the rate of exchange in force on the date of the judgment, but the judgment debtor may make payment in foreign currency. Pending collection, the amount of the judgment of an Israeli court stated in Israeli currency ordinarily will be linked to the Israeli consumer price index plus interest at the annual statutory rate set by Israeli regulations prevailing at the time. Judgment creditors must bear the risk of unfavorable exchange rates.
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows us to incorporate by reference the information we file with or furnish to the SEC, which means that we can disclose important information to you by referring you to another document filed or furnished separately with the SEC. The information incorporated by reference is considered to be part of this prospectus. Any information that we file or furnish later with the SEC and that is deemed incorporated by reference will also be considered to be part of this prospectus and will automatically update and supersede the information in this prospectus. In all cases, you should rely on the later information over different information included in this prospectus. This prospectus incorporates by reference the documents listed below, and any future Annual Reports on Form 20-F that we file with the SEC and certain Reports on Form 6-K that we furnish to the SEC (but only to the extent that such Form 6-K states that it is incorporated by reference herein), in each case, between the date of the initial registration statement and the effectiveness of the registration statement and following the effectiveness of the registration statement until the offering of the securities under the registration statement is terminated:
| ● | The description of our ordinary shares, no par value per share, and the American Depositary Shares representing the ordinary shares, contained in Exhibit 2.1 of our Annual Report on Form 20-F for the fiscal year ended December 31, 2025, filed with the SEC on March 19, 2026; |
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| ● | our Annual Report on Form 20-F for the fiscal year ended December 31, 2025, filed with the SEC on March 19, 2026; and |
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| ● | our Reports on Form 6-K furnished to the SEC on January 7, 2026, February 25, 2026, March 13, 2026, March 17, 2026, March 25, 2026, April 23, 2026, April 27, 2026, May 15, 2026, June 11, 2026, July 29, 2026, August 7, 2026, August 10, 2026, September 9, 2026, and October 5, 2026. |
The information relating to us contained in this prospectus does not purport to be comprehensive and should be read together with the information contained in the documents incorporated or deemed to be incorporated by reference in this prospectus.
As you read the above documents, you may find inconsistencies in information from one document to another. If you find inconsistencies between the documents and this prospectus, you should rely on the statements made in the most recent document. All information appearing in this prospectus is qualified in its entirety by the information and financial statements, including the notes thereto, contained in the documents incorporated by reference herein.
We will provide, free of charge, to each person, including any beneficial owner, to whom this prospectus is delivered, a copy of any or all information that has been incorporated by reference into this prospectus, but which has not been delivered with the prospectus, upon written or oral request to us at the following address:
Purple Biotech Ltd.
4 Oppenheimer Street
Science Park
Rehovot 7670104, Israel
Tel: +972-3-933-3121; Fax: +972-3-509719
Attention: Chief Financial Officer
You should rely only on the information contained or incorporated by reference in this prospectus or a prospectus supplement. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus and any accompanying prospectus supplement, as well as the information we previously filed with the SEC and incorporated by reference, is accurate only as of the dates on the front cover of those documents, or such earlier date, that is indicated in such documents. Our business, financial condition, results of operations and prospects may have changed since those dates.
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OFFERING EXPENSES
We are paying all of the expenses of the registration of our securities under the Securities Act, including, to the extent applicable, registration and filing fees, printing and duplication expenses, administrative expenses, accounting fees and the legal fees of our counsel. The following is a statement of estimated expenses at the present time in connection with the distribution of the securities registered hereby. All amounts shown are estimates except the SEC registration fee and FINRA filing fee.
Pursuant to Rule 415(a)(6) under the Securities Act, a portion of the filing fee in the amount of USD 14,192.04 relates to USD 182,134,435.47 of securities which remain unsold (the “Unsold Securities”) under the Registration Statement on Form F-3 (File No. 333-268710) filed on December 8, 2022, and declared effective on May 22, 2023 (the “Prior Registration Statement”). We previously carried forward a registration fee of USD 15,584.14 in connection with the filing of the Prior Registration Statement of which USD 14,192.04 relates to the Unsold Securities. The USD 14,192.04 previously paid filing fee relating to such Unsold Securities under the Prior Registration Statement will continue to be applied to such Unsold Securities registered on this registration statement. For reasons stated above, the net SEC registration fee paid in connection with this registration statement is USD 2,349.71. The estimates do not include expenses related to offerings of particular securities. Each prospectus supplement describing an offering of securities will reflect the estimated expenses related to the offering of securities under that prospectus supplement.
SEC registration fees1 |
| USD | 2,349.71 |
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FINRA filing fee2 |
| USD | 3,179.84 |
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Legal fees and expenses |
| USD | 150,000 |
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Accountants fees and expenses |
| USD | 10,000 |
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Miscellaneous |
| USD | 40,000 |
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Total |
| USD | 205,529.55 |
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1 | Comprised of a registration fee of $2,149.62 paid in connection with the initial filing of this Registration Statement and a registration fee of $200.09 paid in connection with the filing of this Amendment. |
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2 | Fees previously paid to FINRA relating to the Unsold Securities registered under the Prior Registration Statement will continue to be applied to such Unsold Securities registered on this registration statement. Fees paid to FINRA in connection with the filing of this registration statement are therefore calculated solely based on the proposed maximum aggregate offering price of the securities newly registered on this registration statement. |
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USD 200,000,000
American Depositary Shares representing Ordinary Shares,
Ordinary Shares, Preferred Shares,
Warrants, Overallotment Purchase Rights,
Subscription Rights, Units, and/or Capital Notes
Purple Biotech Ltd.
Part II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 8. Indemnification of Directors and Officers
Under the Companies Law, a company may not exculpate an office holder from liability for a breach of a fiduciary duty. An Israeli company may exculpate an office holder in advance from liability to the company, in whole or in part, for damages caused to the company as a result of a breach of duty of care but only if a provision authorizing such exculpation is included in its articles of association. Our amended and restated articles of association include such a provision. The company may not exculpate in advance a director from liability arising out of breach of duty of care with respect to a prohibited dividend or distribution to shareholders.
Under the Companies Law and the Israeli Securities Law, 5728–1968 (“Securities Law”), a company may indemnify an office holder in respect of the following liabilities, payments and expenses incurred for acts performed by the office holder in such capacity, either in advance of an event or following an event, provided its articles of association include a provision authorizing such indemnification:
| ● | a monetary liability incurred by or imposed on an office holder in favor of another person pursuant to a judgment, including a settlement or arbitrator’s award approved by a court. However, if an undertaking to indemnify an office holder with respect to such liability is provided in advance, then such an undertaking must be limited to events which, in the opinion of the board of directors, can be foreseen based on the company’s activities when the undertaking to indemnify is given, and to an amount or according to criteria determined by the board of directors as reasonable under the circumstances, and such undertaking shall detail the abovementioned foreseen events and amount or criteria; |
| ● | reasonable litigation expenses, including reasonable attorneys’ fees, incurred by the office holder as a result of an investigation or proceeding instituted against an office holder by an authority authorized to conduct such investigation or proceeding, provided that (i) no indictment was filed against such office holder as a result of such investigation or proceeding; and (ii) no financial liability was imposed upon such office holder as a substitute for the criminal proceeding as a result of such investigation or proceeding or, if such financial liability was imposed, it was imposed with respect to an offense that does not require proof of criminal intent or in connection with a monetary sanction; |
| ● | a monetary liability imposed on an office holder in favor of a payment for a breach offended at an Administrative Procedure (as defined below) as set forth in Section 52(54)(a)(1)(a) to the Securities Law; |
| ● | expenses associated with an Administrative Procedure conducted regarding an office holder, including reasonable litigation expenses and reasonable attorneys’ fees; and |
| ● | reasonable litigation expenses, including attorneys’ fees, incurred by the office holder or imposed by a court in proceedings instituted against an office holder by the company, on its behalf, or by a third-party, or in connection with criminal proceedings in which the office holder was acquitted, or as a result of a conviction for an offense that does not require proof of criminal intent. |
II-1
An “Administrative Procedure” is defined as a procedure pursuant to chapters H3 (Monetary Sanction by the Israeli Securities Authority), H4 (Administrative Enforcement Procedures of the Administrative Enforcement Committee) or I1 (Arrangement to prevent Procedures or Interruption of procedures subject to conditions) to the Securities Law.
Under the Companies Law and the Securities Law, a company may insure an office holder against the following liabilities incurred for acts performed in its capacity as an office holder if and to the extent provided in the company’s articles of association:
| ● | a breach of a fiduciary duty to the company, provided that the office holder acted in good faith and had a reasonable basis to believe that the act would not harm the company; |
| ● | a breach of duty of care to the company or to a third-party, to the extent such a breach arises out of the negligent conduct of the office holder; |
| ● | a monetary liability imposed on the office holder in favor of a third-party; |
| ● | a monetary liability imposed on the office holder in favor of an injured party at an Administrative Procedure pursuant to Section 52(54)(a)(1)(a) of the Securities Law; and |
| ● | expenses incurred by an office holder in connection with an Administrative Procedure, including reasonable litigation expenses and reasonable attorneys’ fees. |
Under the Companies Law, a company may not indemnify, exculpate or insure an office holder against any of the following:
| ● | a breach of fiduciary duty, except for indemnification and insurance for a breach of the fiduciary duty to the company to the extent that the office holder acted in good faith and had a reasonable basis to believe that the act would not prejudice the company; |
| ● | a breach of duty of care committed intentionally or recklessly, excluding a breach arising out of the negligent conduct of the office holder; |
| ● | an act or omission committed with intent to derive illegal personal benefit; or |
| ● | a fine, monetary sanction or forfeit levied against the office holder. |
Under the Companies Law, exculpation, indemnification and insurance of office holders must generally be approved by the compensation committee and the board of directors and, with respect to directors or controlling shareholders, their relatives and third parties in which such controlling shareholders have a personal interest, also by the shareholders. The compensation committee may approve the procurement of directors’ and officers’ liability insurance policy without the need for shareholder approval, if it determines that, pursuant to the relief regulations promulgated under the Companies Law, the provision of such insurance coverage to the office holders under our directors and officers liabilities insurance policy is on market terms, is not likely to have a material adverse effect on our profits, assets or obligations, and is consistent with our Compensation Policy which was approved by our shareholders in accordance with the Companies Law.
II-2
Our amended and restated articles of association permit us to exculpate, indemnify and insure our office holders to the fullest extent permitted or to be permitted by law. Our office holders are currently covered by a directors’ and officers’ liability insurance policy within the parameters set forth in our Compensation Policy.
We have issued letters of indemnity (the “Indemnity Letters”) to each of our current office holders pursuant to which we undertook to indemnify such office holders to the fullest extent permitted by applicable law, to the extent that these liabilities are not covered by insurance. This indemnification is limited to events determined as foreseeable by our Board based on our activities, as set forth in the Indemnity Letters. According to the Indemnity Letters, the total accumulative sum of indemnification that may be paid by us to all office holders will not exceed a sum equal to 25% of our shareholders’ equity according to our latest audited or reviewed consolidated financial statements, as of the date of indemnification. The payment of indemnity amounts will not prejudice the right of office holders to receive insurance coverage benefits.
In addition, we have issued letters of exemption to each of our current office holders exculpating them from a breach of their duty of care to us to the fullest extent permitted by law.
We expect to indemnify Isaac Israel for obligations, including the deductibles for our directors’ and officers’ liability insurance policy, and we may be required to pay costs and expenses he may incur related to the “Atzmon Claim” described in “Item 8. Financial Information - A. Consolidated Statements and Other Financial Information - Legal Proceedings” of our Annual Report on Form 20-F for the year ended December 31, 2025, pursuant to the Indemnity Letter issued to him. To our knowledge, other than with respect to the foregoing proceeding, there is no previous or pending litigation or proceedings against any of our office holders as to which indemnification is being, or may be sought, nor are we aware of any other pending or threatened litigation or proceeding that may result in claims for indemnification by any office holder.
Insofar as indemnifications for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
Item 9. Exhibits
The index to exhibits appears below on the page immediately preceding the signature pages of this Registration Statement.
Item 10. Undertakings
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
| (i) | To include any prospectus required by Section 10(a)(3) of the Securities Act; |
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| (ii) | To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and |
| (iii) | To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement. |
provided, however, that paragraphs (1)(i), (1)(ii) and (1)(iii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this registration statement or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of this registration statement;
(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4) To file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A. of Form 20-F at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Act need not be furnished, provided that the Registrant includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph (4) and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements. Notwithstanding the foregoing, with respect to registration statements on Form F-3, a post-effective amendment need not be filed to include financial statements and information required by Section 10(a)(3) of the Act or Item 8.A of Form 20-F of this chapter if such financial statements and information are contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Form F-3.
(5) That, for the purpose of determining any liability under the Securities Act to any purchaser:
| (i) | Each prospectus filed by the Registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and |
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| (ii) | Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date. |
(6) That, for the purpose of determining liability of the Registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: (i) any preliminary prospectus or prospectus of the undersigned registrant to the offering required to be filed pursuant to Rule 424; (ii) any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by an undersigned registrant; (iii) the portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and (iv) any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
(7) That, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(8) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
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EXHIBIT INDEX
Exhibit Number |
| Exhibit Description | |
1.1**** |
| Form of Underwriting Agreement | |
1.2 |
| At the Market Offering Agreement, dated as of September 19, 2025, by and between the Company and H.C. Wainwright & Co., LLC (incorporated by reference to Exhibit 1.1 to the Registrant’s Form 6-K furnished to the Securities and Exchange Commission on September 19, 2025) | |
3.1 |
| Memorandum of Association of the Registrant (originally filed as Exhibit 99.3 to the Registrant’s Form 6-K furnished to the Securities and Exchange Commission on December 10, 2020 and incorporated herein by reference thereto) | |
3.2 |
| Amended and Restated Articles of Association of the Registrant (originally filed as Exhibit 99.2 to the Registrant’s Form 6-K furnished to the Securities and Exchange Commission on December 10, 2020 and incorporated herein by reference thereto) | |
4.1 |
| 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) | |
4.2 |
| Form of American Depositary Receipt included as Exhibit A to the 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 the prospectus filed with the Securities and Exchange Commission on December 22, 2020) | |
4.3 |
| Form of Series A-1 Warrant issued to the purchaser in the July 2024 warrant exercise and reload transaction (incorporated by reference to Exhibit 1.3 to the Registrant’s Form 6-K furnished to the Securities and Exchange Commission on July 2, 2024) | |
4.4 |
| Form of Placement Agent Warrant issued to the Placement Agent in the July 2024 warrant exercise and reload transaction (incorporated by reference to Exhibit 1.5 to the Registrant’s Form 6-K furnished to the Securities and Exchange Commission on July 2, 2024) | |
4.5 |
| Form of Placement Agent Warrant issued to the Placement Agent in the December 2024 offering (incorporated by reference to Exhibit 4.2 to the Registrant’s Form 6-K furnished to the Securities and Exchange Commission on December 4, 2024) | |
4.6 |
| Form of Placement Agent Warrant issued to the Placement Agent in the October 2023 offering (incorporated by reference to Exhibit 4.5 to the Registrant’s Form 6-K furnished to the Securities and Exchange Commission on October 19, 2023) | |
4.7 |
| Form of Warrant issued to the purchasers in the September 2025 public offering (incorporated by reference to Exhibit 4.2 to the Registrant’s Form 6-K furnished to the Securities and Exchange Commission on September 5, 2025) | |
4.8 |
| Form of Placement Agent Warrant issued to the Placement Agent in the September 2025 public offering (incorporated by reference to Exhibit 4.3 to the Registrant’s Form 6-K furnished to the Securities and Exchange Commission on September 5, 2025) | |
4.9**** |
| Form of Warrant | |
4.10**** |
| Form of Overallotment Purchase Right | |
4.11**** |
| Form of Subscription Right Agreement (including form of Right Certificate) | |
4.12**** |
| Form of Unit Agreement (including form of Unit Certificate) | |
4.13**** |
| Form of Capital Note | |
5.1± |
| Opinion of FISCHER (FBC & Co.) | |
5.2**** |
| Opinion of Haynes and Boone, LLP, U.S. legal counsel to the Registrant. | |
23.1± |
| Consent of FISCHER (FBC & Co.) (included in Exhibit 5.1) | |
23.2**** |
| Consent of Haynes and Boone, LLP (included in Exhibit 5.2) |
|
23.3± |
| Consent of Somekh Chaikin, independent registered public accounting firm, a Member Firm of KPMG International. | |
24.1* |
| Power of Attorney (included on the signature page of the original filing of the registration statement) | |
107± |
| Filing Fee Table | |
± | Filed herewith |
* | Previously filed |
**** | To be filed, if applicable, by amendment, or as an exhibit to a report on Form 6-K and incorporated herein by reference. |
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SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it complies with all of the requirements for filing on Form F-3 and has duly caused this Pre-Effective Amendment No. 1 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Rehovot, Israel on November 6, 2026.
| PURPLE BIOTECH LTD. | ||
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| By: | /s/ Isaac Israel | |
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| Name: | Isaac Israel |
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| Title: | Director and Interim Chief Executive Officer |
| By: | /s/ Shai Lankry | |
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| Name: | Shai Lankry |
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| Title: | Chief Financial Officer |
Pursuant to the requirements of the Securities Act, this Pre-Effective Amendment No. 1 to the registration statement has been signed by the following persons in the capacities and on the dates indicated.
Signatures |
| Title |
| Date |
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* |
| Chairman of the Board of Directors |
| November 6, 2026 |
Eric K. Rowinsky |
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* |
| Director |
| November 6, 2026 |
Gil Efron |
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* |
| Director |
| November 6, 2026 |
Ido Agmon |
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* |
| Director |
| November 6, 2026 |
Yael Margolin |
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* |
| Director |
| November 6, 2026 |
Robert Gagnon |
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* |
| Director |
| November 6, 2026 |
Suzana Nahum-Zilberberg |
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/s/ Isaac Israel |
| Director and Interim Chief Executive Officer (Principal Executive Officer) |
| November 6, 2026 |
Isaac Israel |
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/s/ Shai Lankry |
| Chief Financial Officer |
| November 6, 2026 |
Shai Lankry |
| (Principal Financial Officer and Principal Accounting Officer) |
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* By: | /s/ Shai Lankry |
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Name: | Shai Lankry |
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Title: | Attorney-in-fact |
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Signature of authorized representative in the United States
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant’s duly authorized representative has signed this Pre-Effective Amendment No. 1 to the registration statement on Form F-3 on this 6th day of November, 2026.
| By: | Puglisi & Associates |
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| Authorized U.S. Representative |
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| By: | /s/ Donald J. Puglisi |
| Name: | Donald J. Puglisi |
| Title: | Managing Director |
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