SEC Comment Letter for PURPLE BIOTECH LTD. (PPBT) (CIK 0001614744) (PPBT) — Nov 18, 2015
PURPLE BIOTECH LTD. (PPBT) (CIK 0001614744)
Date: Nov. 18, 2015 · CIK: 0001614744 · Accession: 0000000000-15-054562
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-207117
Letter
Mail Stop 4720 November 18, 2015 Via E -mail Simcha Rock Chief Financial Officer Kitov Pharmaceuticals Holdings Ltd. One Azrieli Center, Round Building, Tel Aviv, 6701101 Israel
Re: Kitov Pharmaceuticals Holdings Ltd. Registration Statement on Form F -1 Filed November 6, 2015 File No. 333-207117
Dear Mr. Rock:
We have reviewed your amended registration statement and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.
Please respond to this letter by amending your registration statement and providing the requested information . If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comment s.
Capitalization, page 32
1. Please expand the headnote to add a bullet describing the adjustments for the August Loan. Also, explain why these adjustments do not reflect all of the terms governing this loan, such as your allocation fee and repayment obl igations and warrants issued to lenders on September 27, 2015. Revise your disclosure accordingly.
Non-Binding Term Sheet, page 60
2. Please explain your consideration of the probability that the Dermipsor acquisition from NextGen will occur and the need to provide the financial statements and pro forma
Simcha Rock Kitov Pharmaceuticals Holdings Ltd. November 18, 2015 Page 2
information required by Article 3 -05 of Regulation S -X. In your response, please specifically address the overlap in board members on your probability assessment.
You may contact Frank Wyman at (202) 551 -3660 or Mark Brunhofer at (202) 551 -3638 if you have questions regarding comments on the financial statements and related matters. Please contact Scot Foley at (202) 551 -3383 , Amy Reischauer at (202) 551 -3793 or me at (202) 551-3675 with any other questions.
Sincerely,
/s/ Suzanne Hayes
Show Raw Text
Mail Stop 4720
November 18, 2015
Via E -mail
Simcha Rock
Chief Financial Officer
Kitov Pharmaceuticals Holdings Ltd.
One Azrieli Center, Round Building,
Tel Aviv, 6701101
Israel
Re: Kitov Pharmaceuticals Holdings Ltd.
Registration Statement on Form F -1
Filed November 6, 2015
File No. 333-207117
Dear Mr. Rock:
We have reviewed your amended registration statement and have the following
comments. In some of our comments, we may ask you to provide us with information so we may
better understand your disclosure.
Please respond to this letter by amending your registration statement and providing the
requested information . If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comment s.
Capitalization, page 32
1. Please expand the headnote to add a bullet describing the adjustments for the August
Loan. Also, explain why these adjustments do not reflect all of the terms governing this
loan, such as your allocation fee and repayment obl igations and warrants issued to
lenders on September 27, 2015. Revise your disclosure accordingly.
Non-Binding Term Sheet, page 60
2. Please explain your consideration of the probability that the Dermipsor acquisition from
NextGen will occur and the need to provide the financial statements and pro forma
Simcha Rock
Kitov Pharmaceuticals Holdings Ltd.
November 18, 2015
Page 2
information required by Article 3 -05 of Regulation S -X. In your response, please
specifically address the overlap in board members on your probability assessment.
You may contact Frank Wyman at (202) 551 -3660 or Mark Brunhofer at (202) 551 -3638
if you have questions regarding comments on the financial statements and related matters.
Please contact Scot Foley at (202) 551 -3383 , Amy Reischauer at (202) 551 -3793 or me at (202)
551-3675 with any other questions.
Sincerely,
/s/ Suzanne Hayes
Suzanne Hayes
Assistant Director
Office of Healthcare and Insurance
cc: Perry Wildes, Adv.
Gross, Kleinhendler, Hodak, Halevy, Greenberg & Co.
One Azrieli Center
Tel Aviv 67021 Israel
Rick A. Werner, Esq.
Haynes and Boone, LLP
30 Rockefeller Plaza,
26th Floor
New York, New York 10112