Purple Biotech Ltd ADR美股市值招股说明书(2025-09-19版)

PROSPECTUS SUPPLEMENT(To Prospectus dated May 22, 2023) Up to $2,300,000 American Depositary Shares each representing two hundred (200) Ordinary Shares We have entered into an At The Market Offering Agreement, dated September 19, 2025 (the “Sales Agreement”), with H.C.Wainwright & Co., LLC (“Wainwright”) relating to the offer and sale from time to time of American Depositary Shares (“ADSs”)offered by this prospectus supplement and the accompanying base prospectus. Each ADS represents two hundred (200) of our ordinaryshares, no par value per share (“Ordinary Shares”). Under this prospectus supplement and the accompanying base prospectus, we mayoffer and sell ADSs having an aggregate offering price of up to $2,300,000 from time to time through or to Wainwright, acting as ouragent or principal, in accordance with the Sales Agreement. Sales of the ADSs, if any, under this prospectus supplement and the accompanying base prospectus may be made by any methodpermitted by law that is deemed to be an “at the market” offering as defined in Rule 415(a)(4) promulgated under the Securities Act of1933, as amended (the “Securities Act”), including, without limitation, sales made directly on or through the Nasdaq Capital Market(“Nasdaq”), the existing trading market for the ADSs, on or through any other existing trading market for our Ordinary Shares or theADSs, to or through a market maker other than on an exchange or otherwise, directly to Wainwright as principal, in negotiatedtransactions at market prices prevailing at the time of sale or at prices related to such prevailing market prices or in any other methodpermitted by law. Wainwright is not required to sell any specific number or dollar amount of ADSs but will act as our sales agent usingcommercially reasonable efforts to sell on our behalf all of the ADSs requested to be sold by us consistent with its normal trading andsales practices and applicable state and federal laws, rules and regulations and the rules of Nasdaq, on mutually agreed terms betweenWainwright and us. There are no minimum sale requirements, and there is no arrangement for funds to be received in any escrow, trustor similar arrangement. We provide more information about how the ADSs will be sold in the section entitled “Plan of Distribution.” The compensation payable to Wainwright for sales of ADSs sold pursuant to the Sales Agreement will be equal to 3.0% of the grossproceeds of any ADSs sold by Wainwright under the Sales Agreement. See “Plan of Distribution” beginning on page S-19 foradditional information regarding the compensation to be paid to Wainwright. In connection with the sale of the ADSs on our behalf,Wainwright will be deemed to be an “underwriter” within the meaning of the Securities Act, and the compensation paid to Wainwrightwill be deemed to be underwriting commissions or discounts. We have also agreed in the Sales Agreement to provide indemnificationand contribution to Wainwright with respect to certain liabilities, including liabilities under the Securities Act or the SecuritiesExchange Act of 1934, as amended (the “Exchange Act”). This offering pursuant to this prospectus supplement and the accompanyingbase prospectus will terminate upon the termination by us or Wainwright of the Sales Agreement pursuant to its terms. As of the date of this prospectus supplement, the aggregate market value of our outstanding Ordinary Shares held by non-affiliatespursuant to General Instruction I.B.5 of Form F-3 is $24,963,503, based on 1,799,171,400 Ordinary Shares outstanding held by non-affiliates (which would be represented by 8,995,857 ADSs), and a price of $2.775 per ADS, the closing price of the ADSs on July 21,2025, as reported on Nasdaq. As of the date hereof, we have sold or offered a total of $6,005,338 of ADSs pursuant to GeneralInstruction I.B.5 of Form F-3 during the 12 calendar month period that ends on and includes the date of this prospectus supplement.Pursuant to General Instruction I.B.5 of Form F-3, in no event will we sell securities pursuant to the registration statement of whichthis prospectus supplement forms a part in a public primary offering with a value exceeding one-third of our outstanding voting andnon-voting common equity held by non-affiliates (the “public float”) in any 12-month period so long as our public float remains below$75.0 million. On September 18, 2025, the last reported sale price of the ADSs on Nasdaq was $0.59 per ADS. Our Ordinary Shares are listed on theTel Aviv Stock Exchange (“TASE”) under the symbol “PPBT.” On September 18, 2025, the last reported sale price of our OrdinaryShares on the TASE was NIS 0.011, or $0.003 per Ordinary Share (based on the exchange rate reported by the Bank of Israel on suchdate, which was NIS 3.34 = $1.00). Investing in our securities involves a high degree of risk. Please read “Risk Factors” beginning on page S-5 of this prospectussupplement, on page 5 of the accompanying base prospectus and under similar head