F-1: Purple Biotech Files for Resale of 11.7 Million ADSs Following Warrant Exercise Transaction

Purple Biotech is registering for resale up to 11,661,364 American Depositary Shares (ADSs) issuable upon the exercise of warrants by selling shareholders.

Summary

• Purple Biotech has filed a registration statement for the resale of up to 11,661,364 American Depositary Shares (ADSs).
• These ADSs represent 116,613,640 Ordinary Shares and are issuable upon the exercise of warrants held by selling shareholders.
• The warrants were issued in connection with a warrant exercise transaction completed on July 2, 2024.
• The company will not receive any proceeds from the sale of these ADSs by the selling shareholders, but may receive proceeds from the exercise of the warrants if exercised for cash.
• The company intends to use the proceeds from the exercise of the Warrants for cash, if any, to fund the development of our oncology therapeutic candidates, for the acquisition of new assets and for general working capital and corporate purposes.
• The ADSs are listed on The Nasdaq Capital Market under the symbol PPBT.
• The Ordinary Shares are also listed on the Tel Aviv Stock Exchange (TASE) under the symbol PPBT.

Sentiment

Score: 6

Explanation: The document is primarily a legal filing related to a securities offering. While the potential warrant exercises could provide capital, there are also risks related to market price and Nasdaq compliance. The sentiment is neutral to slightly positive.

Positives

• The potential exercise of warrants could provide Purple Biotech with approximately $4.7 million in proceeds.
• The company intends to use these proceeds to fund the development of oncology therapeutic candidates, acquire new assets, and for general working capital.
• The company has a clear path forward for our development plan for IM1240 through phase 1.

Negatives

• The company may be characterized as a Passive Foreign Investment Company (PFIC) for U.S. federal income tax purposes for 2024, which could have adverse tax consequences for U.S. holders of ADSs.
• The sale of a substantial amount of ADSs could adversely affect the prevailing market price of the ADSs.
• The company received a letter from Nasdaq indicating that it did not meet the minimum bid price of $1.00 per share required for continued listing on Nasdaq.

Risks

• U.S. holders of ADSs may suffer adverse tax consequences if the company is characterized as a passive foreign investment company.
• The sale of a substantial amount of the ADSs could adversely affect the prevailing market price of the ADSs.
• The company may not be able to regain and maintain compliance with the Nasdaq listing standards, which could result in delisting.
• The company is exposed to risks related to research, manufacturing, preclinical studies, clinical trials, and other therapeutic candidate development efforts.
• The company is exposed to risks related to regulatory clarity and approvals for therapeutic candidates and the timing of other regulatory filings and approvals.
• The company is exposed to risks related to the economic, public health, political and security situation in Israel, the United States and other countries in which we may operate or obtain approvals for our products or our business.

Future Outlook

The company expects to release topline results on the overall CM24 study by the end of 2024 and expects to initiate the phase 2 study of NT219 in the second half of 2024.

Industry Context

The company is focused on oncology and developing therapies that overcome tumor immune evasion and drug resistance, which is a significant area of research and development in the pharmaceutical industry.

Stakeholder Impact

• Shareholders may experience dilution if the warrants are exercised and the ADSs are sold.
• The company's ability to fund its operations and development programs could be affected by the proceeds received from warrant exercises.
• The company's compliance with Nasdaq listing requirements could impact investor confidence.

Next Steps

• The selling shareholders may offer or resell the Offered ADSs from time to time through public or private transactions.
• The company intends to monitor the closing bid price of the ADSs and may consider implementing available options to cure the deficiency and regain compliance with the Nasdaq minimum bid price requirement within the second compliance period, if granted.

Key Dates

Keywords

ADSs, Warrants, Ordinary Shares, Resale, Purple Biotech, Registration Statement, Offering, Biotech, Oncology