SecProbe.io

CORRESP
 1
 filename1.htm

 Purple Biotech Ltd.

 4 Oppenheimer Street, Science Park

 Rehovot 7670104, Israel

 August 29, 2025

 VIA EDGAR

 United States Securities and Exchange Commission
Division of Corporation Finance

 Office of Life Sciences

 100 F Street N.E.
Washington, D.C. 20549

 Attention: Lauren Hamill

 Re: Purple Biotech Ltd.
Registration Statement on Form F-1

 Filed August 29, 2025

 File No. 333-289927 (the " Registration
Statement ")

 Ladies and Gentlemen:

 Pursuant to Rule 461 of the
 General Rules and Regulations under the Securities Act of 1933, as amended, Purple Biotech
Ltd. (the " Company ") hereby respectfully requests that the effective date of the Company's Registration
Statement be accelerated by the Securities and Exchange Commission to 9:00 a.m., Eastern
Time on September 3, 2025, or as soon thereafter as practicable.

 The undersigned respectfully
requests that it be notified of the effectiveness of the Registration Statement by telephone call to the Company's counsel, Haynes
and Boone, LLP, by calling Jayun Koo at (212) 835-4823, and that such effectiveness also be confirmed
in writing .

 Very truly yours,

 Purple Biotech Ltd.

 By:
 /s/ Gil Efron

 Gil Efron
 Chief Executive Officer

 cc:
 Rick A. Werner, Esq., Haynes and Boone, LLP

 Jayun Koo, Esq., Haynes and Boone, LLP

CORRESP
 1
 filename1.htm

 August 29, 2025

 VIA FACSIMILE AND EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporate Finance

 Washington, DC 20549

 Re: Purple Biotech Ltd.

 Registration Statement on Form F-1
(Registration No. 333-289927) -

 Concurrence in Acceleration Request

 Ladies and Gentlemen:

 H.C. Wainwright & Co.,
LLC (" Wainwright "), solely acting as placement agent on a best-efforts basis in an offering pursuant to the registration
statement on Form F-1 (333-289927) (the " Registration Statement "), hereby concurs in the request by Purple Biotech
Ltd. that the effective date of the above-referenced registration statement be accelerated to 9:00 A.M. Eastern Time on Wednesday, September
3, 2025, or as soon as practicable thereafter, pursuant to Rule 461 under the Securities Act. Wainwright affirms that it is aware of its
obligations under the Securities Act as they pertain to the best efforts offering pursuant to the Registration Statement.

 Very truly yours,

 H.C. WAINWRIGHT & CO., LLC

 By:
 /s/ Edward D. Silvera

 Name:
 Edward D. Silvera

 Title:
 Chief Operating Officer

 430 Park Avenue | New York, NY 10022 | 212.356.0500
| www.hcwco.com

 Member: FINRA/SIPC

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 15, 2025

Gil Efron
Chief Executive Officer
Purple Biotech Ltd.
4 Oppenheimer Street
Science Park
Rehovot 7670104, Israel

 Re: Purple Biotech Ltd.
 Draft Registration Statement on Form F-1
 Submitted July 10, 2025
 CIK No. 0001614744
Dear Gil Efron:

 This is to advise you that we do not intend to review your registration
statement.

 We request that you publicly file your registration statement at least
two business
days prior to the requested effective date and time. Please refer to Rules 460
and 461
regarding requests for acceleration. We remind you that the company and its
management are
responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review,
comments, action or absence of action by the staff.

 Please contact Lauren Hamill at 303-844-1008 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Jayun Koo
</TEXT>
</DOCUMENT>

July 26, 2024
Lior Fhima
Chief Financial Officer
Purple Biotech Ltd.
4 Oppenheimer Street
Science Park
Rehovot 7670104, Israel
Re:Purple Biotech Ltd.
Registration Statement on Form F-1
Filed July 22, 2024
File No. 333-280947
Dear Lior Fhima:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you that
the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Alan Campbell at 202-551-4224 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Alla Digilova, Esq.

CORRESP
1
filename1.htm

Purple Biotech Ltd.

4 Oppenheimer Street, Science Park

Rehovot 7670104, Israel

July 26, 2024

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street N.E.

Washington, D.C. 20549

Attention: Alan Campbell

 Re: Purple Biotech Ltd.

Registration Statement on Form F-1

Filed July 22, 2024

File No. 333-280947 (the “Registration
Statement”)

Ladies and Gentlemen:

Pursuant to Rule 461 of the General
Rules and Regulations under the Securities Act of 1933, as amended, Purple Biotech Ltd. (the “Company”)
hereby respectfully requests that the effective date of the Company’s Registration Statement be accelerated by the Securities
and Exchange Commission to 4:05 p.m., Eastern Time on July 30, 2024, or as soon thereafter as practicable.

The undersigned respectfully requests
that it be notified of the effectiveness of the Registration Statement by telephone call to the Company’s counsel, Haynes and Boone,
LLP, by calling Alla Digilova at (212) 659-4993, and that such effectiveness also be confirmed in
writing.

    Very truly yours,

    Purple Biotech Ltd.

    By:
     /s/ Gil Efron

    Gil Efron

    Chief Executive Officer

    cc:
     Rick A. Werner, Esq., Haynes and Boone, LLP

     Alla Digilova, Esq., Haynes and Boone, LLP

CORRESP
1
filename1.htm

Purple Biotech Ltd.

4 Oppenheimer Street, Science Park

Rehovot 7670104, Israel

November 13, 2023

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street N.E.

Washington, D.C. 20549

Attention: Jason Drory

 Re: Purple Biotech Ltd.
 Registration Statement on Form F-1

                                                               Filed October 30, 2023

                                                               File No. 333-275216 (the “Registration Statement”), as amended

Ladies and Gentlemen:

Pursuant to Rule 461 of the General
Rules and Regulations under the Securities Act of 1933, as amended, Purple Biotech Ltd. (the “Company”)
hereby respectfully requests that the effective date of the Company’s Registration Statement be accelerated by the Securities
and Exchange Commission to 4:05 p.m., Eastern Time on November 14, 2023, or as soon thereafter as practicable.

The undersigned respectfully requests
that it be notified of the effectiveness of the Registration Statement by telephone call to the Company’s counsel, Haynes and Boone,
LLP, by calling Jayun Koo at (212) 835-4823, and that such effectiveness also be confirmed in writing.

    Very truly yours,

                    Purple Biotech LTD.

    By:
    /s/ Gil Efron

    Gil Efron
Chief Executive Officer

    cc:
    Rick A. Werner, Esq., Haynes and Boone, LLP

    Jayun Koo, Esq., Haynes and Boone, LLP

CORRESP
1
filename1.htm

Purple Biotech Ltd.

4 Oppenheimer Street

Science Park

Rehovot 7670104, Israel

May 18, 2023

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street N.E.

Washington, D.C. 20549

Attention: Cindy Polynice

    Re:

    PURPLE BIOTECH LTD.

    Registration Statement on Form F-3

    Originally filed on December 8, 2022, as amended on May 17, 2023

    File No. 333-268710

Ladies and Gentlemen:

Pursuant to Rule 461 of the General
Rules and Regulations under the Securities Act of 1933, as amended, Purple Biotech Ltd. (the “Company”) hereby
respectfully requests that the effective date of the Company’s Registration Statement on Form F-3 (File No. 333-268710), as amended
(the “Registration Statement”), be accelerated by the Securities and Exchange
Commission to 4:00 p.m., Eastern Time on May 22, 2023, or as soon thereafter as practicable.

The undersigned respectfully requests
that it be notified of the effectiveness of the Registration Statement by telephone call to the Company’s counsel, Haynes and Boone,
LLP, by calling Jayun Koo at (212) 835-4823, and that such effectiveness also be confirmed in writing.

    Very truly yours,

    Purple Biotech Ltd.

    By:
    /s/ Isaac Israel

    Isaac Israel

    Acting Chief Executive Officer

    cc:
    Rick A. Werner, Esq., Haynes and Boone, LLP

    Jayun Koo, Esq., Haynes and Boone, LLP

CORRESP
1
filename1.htm

Purple Biotech Ltd.

4 Oppenheimer Street

Science Park

Rehovot 7670104, Israel

April 3, 2023

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street N.E.

Washington, D.C. 20549

Attention: Cindy Polynice

    Re:

    PURPLE BIOTECH LTD.

    Registration Statement on Form F-3

    Filed March 23, 2023

    File No. 333-270769

Ladies and Gentlemen:

Pursuant to Rule 461 of the
General Rules and Regulations under the Securities Act of 1933, as amended, Purple Biotech
Ltd. (the “Company”) hereby respectfully requests that the effective date of the Company’s Registration Statement
on Form F-3 (File No. 333-270769) (the “Registration Statement”) be accelerated by the Securities
and Exchange Commission to 4:30 p.m., Eastern Time on April 5, 2023, or as soon thereafter as practicable.

The undersigned respectfully
requests that it be notified of the effectiveness of the Registration Statement by telephone call to the Company’s counsel, Haynes
and Boone, LLP, by calling Jayun Koo at (212) 659-7300, and that such effectiveness also be confirmed
in writing.

    Very truly yours,

    Purple Biotech Ltd.

    By:
    /s/
    Isaac Israel

    Isaac Israel

    Acting Chief Executive Officer

    cc:
    Rick A. Werner, Esq., Haynes and Boone, LLP

    Jayun Koo, Esq., Haynes and Boone, LLP

United States securities and exchange commission logo
March 30, 2023
Gil Efron
Chief Executive Officer
PURPLE BIOTECH LTD.
4 Oppenheimer Street, Science Park
Rehovot 7670104, Israel
Re:PURPLE BIOTECH LTD.
Registration Statement on Form F-3
Filed March 23, 2023
File No. 333-270769
Dear Gil Efron:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Cindy Polynice at 202-551-8707 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Jayun Koo, Esq.

United States securities and exchange commission logo
December 12, 2022
Gil Efron
Chief Executive Officer
Purple Biotech Ltd.
4 Oppenheimer Street
Science Park
Rehovot 7670104, Israel
Re:Purple Biotech Ltd.
Registration Statement on Form F-3
Filed December 8, 2022
File No. 333-268710
Dear Gil Efron:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Christine Westbrook at 202-551-5019 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Jayun Koo, Esq.

United States securities and exchange commission logo
July 17, 2020
Isaac Israel
Chief Executive Officer
Kitov Pharma Ltd.
One Azrieli Center, Round Tower
132 Menachem Begin Road, Tel Aviv 6701101, Israel
Re:Kitov Pharma Ltd.
Registration Statement on Form F-3
Filed July 10, 2020
File No. 333-239807
Dear Mr. Israel:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Alan Campbell at 202-551-4224 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Rick Werner

CORRESP
1
filename1.htm

July 17, 2020

By EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street N.E.

Washington, D.C. 20549

Attention: Alan Campbell

    RE:
    Kitov Pharma Ltd.

Registration Statement on Form F-3

Filed July 10, 2020

Request for Acceleration

    File No. 333-239807

Ladies and Gentlemen:

Pursuant to Rule 461 of
the Rules and Regulations of the Securities and Exchange Commission (the “Commission”) under the Securities
Act of 1933, as amended, Kitov Pharma Ltd. (the “Company”) hereby requests acceleration of the effective date
of the above-mentioned Registration Statement on Form F-3 (the “Registration Statement”) to 4:00 p.m., Eastern
Time on July 17, 2020, or as soon thereafter as practicable.

Should any member of the
staff of the U.S. Securities and Exchange Commission have any questions or comments with respect to this request, please contact
our counsel, Haynes and Boone, LLP, attention: Rick A. Werner, Esq. at (212) 659-4974.

    Very truly yours,

    Kitov Pharma Ltd.

    By:
    /s/ Isaac Israel

    Isaac Israel

    Chief Executive Officer

    cc:
    Rick A. Werner, Esq., Haynes and Boone,
LLP

    Jayun Koo, Esq., Haynes and Boone, LLP

CORRESP
1
filename1.htm

May 20, 2020

By EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street N.E.

Washington, D.C. 20549

Attention: Laura Crotty

    RE:
    Kitov Pharma Ltd.

Registration Statement on Form F-3

Filed May 13, 2020

Request for Acceleration

    File No. 333-238229

Ladies and Gentlemen:

Pursuant to Rule 461 of
the Rules and Regulations of the Securities and Exchange Commission (the “Commission”) under the Securities
Act of 1933, as amended, Kitov Pharma Ltd. (the “Company”) hereby requests acceleration of the effective date
of the above-mentioned Registration Statement on Form F-3 (the “Registration Statement”) to 3:00 p.m., Eastern
Time on May 20, 2020, or as soon thereafter as practicable.

Should
any member of the staff of the U.S. Securities and Exchange Commission have any questions or comments with respect to this request,
please contact our counsel, Haynes and Boone, LLP, attention: Rick A. Werner, Esq. at (212) 659-4974.

    Very truly yours,

    Kitov Pharma Ltd.

    By:
    /s/ Isaac
    Israel

    Isaac
    Israel
Chief Executive Officer

cc:  Rick
                                         A. Werner, Esq., Haynes and Boone, LLP

    Jayun
                                         Koo, Esq., Haynes and Boone, LLP

    So
                                         Yung Kang, Esq., Haynes and Boone, LLP

United States securities and exchange commission logo
May 20, 2020
Avraham Ben-Tzvi, Adv.
Group Chief Legal Officer
Kitov Pharma Ltd.
132 Menachem Begin Road
Tel Aviv 6701101
Israel
Re:Kitov Pharma Ltd.
Registration Statement on Form F-3
Filed May 13, 2020
File No. 333-238229
Dear Mr. Ben-Tzvi:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Laura Crotty at (202) 551-7614 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Rick A. Werner

CORRESP
1
filename1.htm

H.C.
Wainwright & Co., LLC

430 Park Avenue

New York, New York 10022

March 10, 2020

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street N.E.

Washington, D.C. 20549

Attention: Jeffrey Gabor

    RE:
    Kitov Pharma Ltd.  Registration Statement on Form F-1
Filed December 27, 2019, as amended March 10, 2020

    Concurrence in Acceleration Request

    File No. 333-235729

Dear Mr. Gabor:

In connection with the above mentioned Registration
Statement on Form F-1 of Kitov Pharma, Ltd., the undersigned, as placement agent of the offering described therein, hereby concurs
in the request for acceleration of the effective date and time of the above-mentioned Registration Statement on Form F-1 to 5:15
p.m. Eastern Time on Wednesday, March 11, 2020, or as soon thereafter as practicable, pursuant to Rule 461 of the Securities Act
of 1933, as amended (the “Act”). The undersigned affirms that it is aware of its obligations under the Securities Act
in connection with this offering.

The undersigned advises that it has complied
and will continue to comply with the requirements of Rule 15c2-8 under the Securities and Exchange Act of 1934, as amended.

    Very truly yours,

    H.C. Wainwright & Co., LLC

    By:
    /s/ Mark W. Viklund

    Name:
    Mark W. Viklund

    Title:
    Chief Executive Officer

CORRESP
1
filename1.htm

March 10, 2020

By EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street N.E.

Washington, D.C. 20549

Attention: Jeffrey Gabor

    RE:
    Kitov Pharma Ltd.

        Registration Statement on Form F-1

        Filed December 27, 2019, as amended March 10, 2020

        Request for Acceleration

    File No. 333-235729

Ladies and Gentlemen:

Pursuant to Rule 461
of the Rules and Regulations of the Securities and Exchange Commission (the “Commission”) under the Securities
Act of 1933, as amended, Kitov Pharma Ltd. (the “Company”) hereby requests acceleration of the effective date
of the above-mentioned Registration Statement on Form F-1 (the “Registration Statement”) to 5:15 p.m., Eastern
Time on March 11, 2020, or as soon thereafter as practicable.

Should any member of
the staff of the U.S. Securities and Exchange Commission have any questions or comments with respect to this request, please contact
our counsel, Haynes and Boone, LLP, attention: Rick A. Werner, Esq. at (212) 659-4974.

    Very truly yours,

    Kitov Pharma Ltd.

    By:
    /s/ Isaac Israel

        Isaac Israel

        Chief Executive Officer

    cc:
    Rick A. Werner, Esq., Haynes and Boone, LLP

Jayun Koo, Esq., Haynes
and Boone, LLP

So Yung Kang, Esq.,
Haynes and Boone, LLP

January 6, 2020
Isaac Israel
Chief Executive Officer
Kitov Pharma Ltd.
One Azrieli Center, Round Tower
132 Menachem Begin Road
Tel Aviv 6701101, Israel
Re:Kitov Pharma Ltd.
Registration Statement on Form F-1
Filed December 27, 2019
File No. 333-235729
Dear Mr. Israel:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jeffrey Gabor at 202-551-2544 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Rick Werner, Esq.

CORRESP
1
filename1.htm

Kitov Pharma Ltd.

One Azrieli Center, Round Tower

132 Menachem Begin Road

Tel Aviv, 6701101, Israel

December 9, 2019

By EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street N.E.

Washington, D.C. 20549

    RE:
    Kitov Pharma Ltd.

Registration Statement on Form F-3

Originally filed on December 2, 2019

    File No. 333-235327

Ladies and Gentlemen:

Pursuant to Rule 461 of
the Rules and Regulations of the Securities and Exchange Commission (the “Commission”) under the Securities
Act of 1933, as amended, Kitov Pharma Ltd. (the “Company”) hereby requests acceleration of the effective date
of the above-mentioned Registration Statement on Form F-3 (the “Registration Statement”) to 5:00 p.m., Eastern
Time on Friday December 13, 2019, or as soon thereafter as practicable.

Should any member of the
staff of the U.S. Securities and Exchange Commission have any questions or comments with respect to this request, please contact
our counsel, Haynes and Boone, LLP, attention: Rick A. Werner, Esq. at (212) 659-4974.

    Very truly yours,

    Kitov Pharma Ltd.

    By:
    /s/ Isaac Israel

    Isaac Israel

    Chief Executive Officer

December 6, 2019
Isaac Israel
Chief Executive Officer
Kitov Pharma Ltd.
One Azrieli Center, Round Tower
132 Menachem Begin Road, Tel Aviv 6701101, Israel
Re:Kitov Pharma Ltd.
Registration Statement on Form F-3
Filed December 2, 2019
File No. 333-235327
Dear Mr. Israel:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Ada D. Sarmento at 202-551-3798 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Jayun Koo, Esq.

CORRESP
1
filename1.htm

Kitov Pharma Ltd.

One Azrieli Center, Round Tower

132 Menachem Begin Road

Tel Aviv, 6701101, Israel

September 26, 2019

By EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street N.E.

Washington, D.C. 20549

    RE:
    Kitov Pharma Ltd.

Registration Statement on Form F-3

Originally filed September 16, 2019

    File No. 333-233795

Ladies and Gentlemen:

Pursuant to Rule 461 of
the Rules and Regulations of the Securities and Exchange Commission (the “Commission”) under the Securities
Act of 1933, as amended, Kitov Pharma Ltd. (the “Company”) hereby requests acceleration of the effective date
of the above-mentioned Registration Statement on Form F-3 (the “Registration Statement”) to 5:00 p.m., Eastern
Time on September 27, 2019, or as soon thereafter as practicable.

Should any member of the
staff of the U.S. Securities and Exchange Commission have any questions or comments with respect to this request, please contact
our counsel, Haynes and Boone, LLP, attention: Rick A. Werner, Esq. at (212) 659-4974.

    Very truly yours,

    Kitov Pharma Ltd.

    By:
    /s/ Isaac Israel

    Isaac Israel

    Chief Executive Officer

CORRESP
1
filename1.htm

Kitov Pharma Ltd.

One Azrieli Center, Round Tower

132 Menachem Begin Road

Tel Aviv, 6701101, Israel

September 26, 2019

By EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street N.E.

Washington, D.C. 20549

    RE:
    Kitov Pharma Ltd.

Registration Statement on Form F-1

Originally filed September 16, 2019

    File No. 333-233793

Ladies and Gentlemen:

Pursuant to Rule 461 of
the Rules and Regulations of the Securities and Exchange Commission (the “Commission”) under the Securities
Act of 1933, as amended, Kitov Pharma Ltd. (the “Company”) hereby requests acceleration of the effective date
of the above-mentioned Registration Statement on Form F-1 (the “Registration Statement”) to 5:00 p.m., Eastern
Time on September 27, 2019, or as soon thereafter as practicable.

Should any member of the
staff of the U.S. Securities and Exchange Commission have any questions or comments with respect to this request, please contact
our counsel, Haynes and Boone, LLP, attention: Rick A. Werner, Esq. at (212) 659-4974.

    Very truly yours,

    Kitov Pharma Ltd.

    By:
    /s/ Isaac Israel

    Isaac Israel

    Chief Executive Officer

September 24, 2019
Isaac Israel
Chief Executive Officer
Kitov Pharma Ltd.
One Azrieli Center, Round Tower
132 Menachem Begin Road
Tel Aviv 6701101, Israel
Re:Kitov Pharma Ltd.
Registration Statement on Form F-3
Filed September 16, 2019
File No. 333-233795
Dear Mr. Israel:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Sonia Bednarowski at 202-551-3666 with any questions.
Sincerely,
Division of Corporation Finance
Office of Healthcare & Insurance

CORRESP
1
filename1.htm

Kitov
Pharma Ltd.

One Azrieli Center, Round Tower

132
Menachem Begin Road

Tel
Aviv, 6701101, Israel

August
6, 2018

By
EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street N.E.

Washington,
D.C. 20549

    RE:
    Kitov
    Pharma Ltd.

    Registration Statement on Form F-3

    Originally filed July 16, 2018

    File
    No. 333-226195

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the Rules and Regulations of the Securities and Exchange Commission (the “Commission”) under
the Securities Act of 1933, as amended, Kitov Pharma Ltd. (the “Company”) hereby requests acceleration of the
effective date of the above-mentioned Registration Statement on Form F-3 (the “Registration Statement”) to
5:00 p.m., Eastern Time on August 8, 2018, or as soon thereafter as practicable.

Should
any member of the staff of the U.S. Securities and Exchange Commission have any questions or comments with respect to this request,
please contact our counsel, Haynes and Boone, LLP, attention: Rick A. Werner, Esq. at (212) 659-4974.

    Very
    truly yours,

    Kitov
    Pharma Ltd.

    By:
    /s/ Isaac Israel

    Isaac Israel
Chief Executive Officer

CORRESP
1
filename1.htm

August 2, 2018

VIA EDGAR AND OVERNIGHT DELIVERY

Division of Corporation Finance

Securities and Exchange Commission

Washington, D.C. 20549

Attention: Ms. Dorrie Yale

Mr. Erin Jaskot

    Re:
    Kitov Pharma Ltd.

Registration Statement on Form F-3

File No. 333-226195

Ladies and Gentlemen:

On behalf of Kitov Pharma Ltd. (the “Company”
or “Kitov”), we are writing to respond to the comments set forth in the comment letter of the staff (the “Staff”)
of the U.S. Securities and Exchange Commission (the “Commission”), dated July 24, 2018 (the “Comment
Letter”), to Isaac Israel, Chief Executive Officer of the Company, relating to the above referenced Registration Statement
on Form F-3 (the “Registration Statement”). In connection with this response to the Comment Letter, the Company
is contemporaneously filing via EDGAR an amendment to the Registration Statement (“Amendment No.1”), responding
to the Staff’s comments in the Comment Letter and updating the Registration Statement.

The following is the Company’s response
to the Comment Letter. For your convenience, the Staff’s comment contained in the Comment Letter has been restated below
in its entirety, with the Company’s corresponding response set forth immediately under such comment.

Also enclosed, for the convenience of the
Staff, is a copy of Amendment No.1, which is marked to show changes from the relevant portions of the Registration Statement.

General

 1. We note that you relied on General Instruction I.B.5 to Form F-3 to conduct your registered direct offerings in June 2018
and July 2017. Because the aggregate number of shares sold by you to the selling shareholders in the registered direct offering
and the private placement exceeds the limitation in General Instruction I.B.5, it does not appear that you are eligible to rely
on General Instruction I.B.3 to Form F-3 to register the resale of the ADSs underlying the warrants. Refer to Securities Act Form
C&DI 116.25. Accordingly, with respect to the resale of these ADSs, please amend your registration statement to a form on which
you are eligible to conduct a primary offering of securities with a market value of the securities that you
have attempted to register on Form F-3. Alternatively, provide us with an analysis supporting your eligibility to use Form F-3
to register the resale of these ADSs.

Response:

In accordance with our discussions
with the Staff, the Company has revised the Registration Statement in order to remove from registration the American Depositary
Shares, and related ordinary shares, that are issuable upon the exercise of the Company’s warrants that were issued in connection
with the Company’s June 2018 registered direct offering.

* * * * *

U.S. Securities and Exchange Commission

August 2, 2018

Page 2

Please direct any questions or comments concerning this response
to the undersigned at (212) 659-4974.

    Very truly yours,

        Rick A. Werner, Esq.

    cc:    Isaac Israel, Kitov Pharma Ltd.

July 24, 2018
Isaac Israel
Chief Executive Officer
Kitov Pharma Ltd.
One Azrieli Center, Round Tower
132 Menachem Begin Road, Tel Aviv 6701101
Israel
Re:Kitov Pharma Ltd.
Registration Statement on Form F-3
Filed July 16, 2018
File No. 333-226195
Dear Mr. Israel:
            We have limited our review of your registration statement to those issues we have
addressed in our comment.  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 comment applies 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 the comment, we may have additional comments.
Registration Statement on Form F-3
General
1.We note that you relied on General Instruction I.B.5 to Form F-3 to conduct your
registered direct offerings in June 2018 and July 2017.  Because the aggregate number of
shares sold by you to the selling shareholders in the registered direct offering and the
private placement exceeds the limitation in General Instruction I.B.5, it does not appear
that you are eligible to rely on General Instruction I.B.3 to Form F-3 to register the resale
of the ADSs underlying the warrants.  Refer to Securities Act Form C&DI 116.25.
Accordingly, with respect to the resale of these ADSs, please amend your registration

 FirstName LastNameIsaac Israel
 Comapany NameKitov Pharma Ltd.
 July 24, 2018 Page 2
 FirstName LastName
Isaac Israel
Kitov Pharma Ltd.
July 24, 2018
Page 2
statement to a form on which you are eligible to conduct a primary offering of securities
with a market value of the securities that you have attempted to register on Form F-3.
 Alternatively, provide us with an analysis supporting your eligibility to use Form F-3 to
register the resale of these ADSs.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Dorrie Yale at 202-551-8776 or Erin Jaskot at 202-551-3442 with any
questions.
Division of Corporation Finance
Office of Healthcare & Insurance
cc:       Rick Werner

December 13, 2016
Isaac  Israel
Chief Executive Officer
Kitov Pharmaceuticals Holdings Ltd.
One Azrieli Center, Round Tower, 23rd Floor
132 Menachem Begin Road, Tel Aviv 6701101, Israel
Kitov Pharmaceuticals Holdings Ltd.
Registration Statement on Form F-3
Filed December 12, 2016
File No. 333-215037Re:
Dear Mr. Israel:
       This is to advise you that we have not reviewed and will not review your registration
statement.
       Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you that
the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
        Please contact Josh Samples at (202) 551-3199 with any questions.
Division of Corporation Finance
Healthcare and Insurance

CORRESP
1
filename1.htm

Kitov Pharmaceuticals Holdings Ltd.

One Azrieli Center, Round Tower, 23rd Floor

32 Menachem Begin Road

Tel Aviv 6701101, Israel

+972-3-933-3121

December 12, 2016

VIA EDGAR

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Attention: Josh Samples and Suzanne Hayes

 Re: Kitov Pharmaceuticals Holdings Ltd.

Registration Statement on Form F-3

Filed December 12, 2016

File No. 333-215037 (the “Registration
Statement”)

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated
under the Securities Act of 1933, as amended, Kitov Pharmaceuticals Holdings Ltd. (the “Company”) hereby
respectfully requests acceleration of the effective date of the Registration Statement so that it may become effective at 5:00
p.m., Eastern Time, on December 14, 2016, or as soon thereafter as practicable.

In connection with the
Company’s request for acceleration of the effective date of the Registration Statement, the Company acknowledges the following:

 · should the Securities and Exchange Commission (the “Commission”) or the
staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any
action with respect to the filing;

 · the action of the Commission or the staff, acting pursuant to delegated authority, in declaring
the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure
in the filing; and

 · the Company may not assert staff comments and the declaration of effectiveness as a defense in
any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Should any member of the
staff of the Commission have any questions or comments with respect to this request, please contact our counsel, Haynes and Boone,
LLP, attention: Rick A. Werner, Esq. at (212) 659-4974.

    Very truly yours,

    Kitov Pharmaceuticals Holdings Ltd.

    By:
    /s/ Isaac Israel

    Name: Isaac Israel

    Title: Chief Executive Officer

CORRESP
1
filename1.htm

June 28, 2016

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporate Finance

Washington, DC 20549

 Re: KITOV PHARMACEUTICALS HOLDINGS LTD.

Registration
Statement on Form F-1 (Registration No. 333-211477)

Concurrence
in Acceleration Request

Ladies and Gentlemen:

H.C. Wainwright &
Co., LLC (“Wainwright”), as placement agent for the referenced offering, hereby concurs in the request by Kitov
Pharmaceuticals Holdings Ltd. that the effective date of the above-referenced registration statement be accelerated to 4:30 p.m.
(Eastern Time), or as soon as practicable thereafter, on June 28, 2016, pursuant to Rule 461 under the Securities Act. Wainwright
affirms that it is aware of its obligations under the Securities Act in connection with this offering.

    Very truly yours,

    H.C. WAINWRIGHT & CO., LLC

    By:

    /s/ Mark W. Viklund

    Name: Mark W. Viklund

    Title: Chief Executive Officer

CORRESP
1
filename1.htm

Kitov Pharmaceuticals Holdings Ltd.

One Azrieli Center, Round Building

Tel Aviv, Israel 6701101

972-3-6254124

June 27, 2016

VIA EDGAR

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Attention: Irene J. Paik

 Re: Kitov Pharmaceuticals Ltd.

Registration
Statement on Form F-1, originally filed on May 20, 2016,

File
No. 333-211477, as amended (the “Registration Statement”)

Ladies and Gentlemen:

Pursuant to Rule 461
promulgated under the Securities Act of 1933, as amended, Kitov Pharmaceuticals Holdings Ltd. (the “Company”)
hereby respectfully requests acceleration of the effective date of the Registration Statement so that it may become effective at
4:30 p.m., Eastern Time, on June 28, 2016, or as soon thereafter as practicable.

In connection with
the Company’s request for acceleration of the effective date of the Registration Statement, the Company acknowledges the
following:

 · should the Securities and Exchange Commission (the “Commission”) or the
staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any
action with respect to the filing;

 · the action of the Commission or the staff, acting pursuant to delegated authority, in declaring
the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure
in the filing; and

 · the Company may not assert staff comments and the declaration of effectiveness as a defense in
any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Should any member of
the staff of the Commission have any questions or comments with respect to this request, please contact our counsel, Haynes and
Boone, LLP, attention: Rick A. Werner, Esq. at (212) 659-4974.

    Very truly yours,

    Kitov Pharmaceuticals Holdings Ltd.

    By:
    /s/ Isaac Israel

    Name:
    Isaac Israel

    Title:
    Chief Executive Officer

    By:
    /s/ Simcha Rock

    Name:
    Simcha Rock

    Title:
    Chief Financial Officer

Mail Stop 4720
June 2 , 2016

Isaac Israel
Chief Executive Officer and Director
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  May 20, 2016
  File No.  333-211477

Dear Mr. Israel :

This is to advise you that we have not  reviewed and will not review your registration
statement .

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are  in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

In the event you request acceleration of the effective date of the pending regist ration
statement , please provide  a written statement from the company acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action wit h respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company  may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under

Isaac Israel
Kitov Pharmaceuticals Holdings Ltd.
June 2 , 2016
Page 2

 the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the registered securities .

Please contact Irene J. Paik at 202 -551-6553  or me at 202 -551-3675 with any questions.

Sincerely,

 /s/ Suzanne Hayes
 Suzanne Hayes
Assistant Director
Office of Healthcare and Insurance

cc: Rick A. Werner, Esq.
 Haynes and Boone, LLP

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

CORRESP
1
filename1.htm

Kitov Pharmaceuticals Holdings Ltd.

One Azrieli Center, Round Building

Tel Aviv, Israel 6701101

972-3-6254124

November 17, 2015

VIA EDGAR

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Attention: Scot Foley

 Re: Kitov Pharmaceuticals Ltd.

Registration Statement on
Form F-1, originally filed on September 24, 2015,

File No.
333-207117, as amended (the “Registration Statement”)

Ladies and Gentlemen:

Pursuant to Rule 461
promulgated under the Securities Act of 1933, as amended, Kitov Pharmaceuticals Holdings Ltd. (the “Company”)
hereby respectfully requests acceleration of the effective date of the Registration Statement so that it may become effective at
5:00 p.m., Eastern Time, on November 19, 2015, or as soon thereafter as practicable.

In connection with
the Company’s request for acceleration of the effective date of the Registration Statement, the Company acknowledges the
following:

 · should the Securities and Exchange Commission (the “Commission”) or the
staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any
action with respect to the filing;

 · the action of the Commission or the staff, acting pursuant to delegated authority, in declaring
the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure
in the filing; and

 · the Company may not assert staff comments and the declaration of effectiveness as a defense in
any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Should any member of
the staff of the Commission have any questions or comments with respect to this request, please contact our counsel, Haynes and
Boone, LLP, attention: Rick A. Werner, Esq. at (212) 659-4974.

    Very truly
    yours,

    Kitov Pharmaceuticals
    Holdings Ltd.

    By:
    /s/
    Simcha Rock

     Name: Simcha Rock

     Title: Chief Financial
    Officer

CORRESP
1
filename1.htm

November 17, 2015

VIA FACSIMILE AND EDGAR

U.S. Securities and Exchange Commission

Division of Corporate Finance

Washington, DC 20549

 Re: KITOV PHARMACEUTICALS HOLDINGS LTD.

  Registration Statement on Form F-1 (Registration No. 333-207117) -

  Concurrence in Acceleration Request

Ladies and Gentlemen:

H.C. Wainwright &
Co., LLC (“Wainwright”), as representative of the underwriters for the referenced offering, hereby concurs in
the request by Kitov Pharmaceuticals Holdings Ltd. that the effective date of the above-referenced registration statement be accelerated
to 5:00 p.m. (Eastern Time), or as soon as practicable thereafter, on November 19, 2015, pursuant to Rule 461 under the Securities
Act. Wainwright affirms that it is aware of its obligations under the Securities Act in connection with this offering.

    Very truly yours,

    H.C. WAINWRIGHT & CO., LLC

    By:
    /s/
    Mark W. Viklund

    Name: Mark W. Viklund

    Title: Chief Executive
    Officer

    430 Park Avenue | New York, New York 10022 | 212.356.0500

Security services provided by H.C. Wainwright & Co., LLC | Member: FINRA/SIPC

Mail Stop 4720

August 11, 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.
Confidential Draft Registration Statement on Form F -1
Submitted July 20, 2015
  CIK No. 0001614744

Dear Mr. Rock:

We have reviewed your draft 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 providing the requested information and either submitting
an amended draft registration statement or publicly filing your  registration statement on
EDGAR.  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 the information you provide in response to th ese comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.

Cover Page

1. Please clarify here and throughout your registration statement whether the warrants you
are offering will be packaged an d sold with the ADSs or will be sold separately.

Table of Contents

2. Please remove the last two sentences from the fourth paragraph after the table of
contents, as they could be construed as an attempt to disclaim responsibility for
information included i n your registration statement. Similarly, please remove the

Simcha Rock
Kitov Pharmaceuticals Holdings Ltd.
August 11, 2015
Page 2

 sentence on page 28 that notes that you have not independently verified information
obtained from industry and other sources.

Prospectus Summary
Our company, page 1

3. Please revise your descripti on of KIT -301 to note that naproxen is a generic drug and
identify  the other generic drug included in the composition of this product.

4. Please revise your description of KIT -302 to identify its generic drug component in
addition to celecoxib. Please also state, if true, that celecoxib is the active ingredient in
the branded drug Celebrex where they first mention it.

5. Here, and wherever else in your registration statement that you state you will “consider”
the further development of KIT -301, please elaborat e on what the current status of this
product candidate is and the reason(s) you are apparently not pursuing its development at
this time.

Risks associated with our business, page 3

6. Please include a bullet point relating to the risk stemming from the pat ent protection
currently enjoyed by celecoxib and Celebrex.

Use of Proceeds, page 30

7. Here and on page 4 of the prospectus summary please amend your disclosure to indicate
the approximate amount of net proceeds you intend to allocate toward the expansion  of
your clinical development pipeline.

Business
Intellectual Property, page 50

8. Please amend your disclosure to describe the nature of the patent protection that each
application may confer such as  composition of matter, method of use, method of
manufacturi ng, etc. Also, please indicate approximately when the patents you are
applying for would, if granted, expire in each of the five jurisdictions.

Management
Executive compensation, page 63

9. Please file the three agreements with management you describe  on pages 64 -66 as
exhibits .

Simcha Rock
Kitov Pharmaceuticals Holdings Ltd.
August 11, 2015
Page 3

 Taxation and Government Programs
Passive Foreign Investment Company Consequences, page 104

10. Please indicate whether you were classified as a PFIC in fiscal 2014.

Exhibits and financial statement schedules, page II -3

11. Please tell us whether you intend to submit an application for confidential treatment for
any of your exhibits. If so, please indicate this by including a separate footnote next to the
agreement listed here.

Other Comments

12. Please be advised t hat we will defer any further review of your registration statement
until such time as you have identified an underwriter(s) for your offering.

13. Please suppl ement ally provide us with copies of  all written communications, as defined
in Rule 405 und er the Securities Act, that you, or  anyone authori zed to do  so on  your
behalf, present to po tential investors  in reliance on Section 5(d) of the  Securities Act,
whether or not they retain copies of  the communications.

14. Please confirm that the graphics included in your registration statement are the only
graphics you will use in your prospectus. If those are not the only graphics, please
provide any additional graphics prior to their use for our review.

15. We note that sev eral exhibits have yet to be submitted for our review. Please submit these
exhibits to us as soon as practicable after their completion. Please be advised that once
you file your registration statement publicly you must also file each exhibit as well, even
if you have already submitted them to us as part of your confidential submission.

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 or me at (202) 551 -3715 with any other questions.

Sincerely,

 /s/ Jeffrey P. Riedler

Jeffrey P. Riedler
Assistant Director
        Office of Healthcare and Insurance

Simcha Rock
Kitov Pharmaceuticals Holdings Ltd.
August 11, 2015
Page 4

 cc: Perry Wildes, Adv.
 Gross, Kleinhend ler, Hodak, Halevy, Greenberg & Co.
One Azrieli Center
Tel Aviv 67021 Israel