Asfiled with the Securities and Exchange Commission on July 22, 2024

Registration No. 333-          

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM F-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

PURPLE BIOTECH LTD.

(Exact name of Registrant as specified in its charter)

4 Oppenheimer Street

Science Park

Rehovot 7670104, Israel

(Address, including zip code, and telephone number,including area code, of Registrant’s principal executive offices)

Lior Fhima, Chief Financial Officer

4 Oppenheimer Street

Science Park

Rehovot 7670104, Israel

Tel: +972-3-933-3121; Fax: +972-3-5097196

(Name, address, including zip code, andtelephone number, including area code, of agent for service)

Copies of all communications, including communicationssent to agent for service, should be sent to:

Approximate date of commencement of proposed saleto the public: From time to time after the effective date of this Registration Statement.

If any of the securities being registered on thisForm 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 securitiesfor an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statementnumber of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filedpursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number ofthe earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filedpursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number ofthe earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrantis 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 itsfinancial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transitionperiod for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the SecuritiesAct. ☐

The Registrant hereby amends this RegistrationStatement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment whichspecifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the SecuritiesAct of 1933, as amended, or until this Registration Statement shall become effective on such date as the SEC, acting pursuant to saidSection 8(a), may determine.

The information inthis prospectus is not complete and may be changed. The selling shareholders named in this prospectus may not sell these securities untilthe Registration Statement filed with the Securities and Exchange Commission, of which this prospectus is a part, is effective. Thisprospectus is not an offer to sell these securities and the selling shareholders named in this prospectus are not soliciting an offerto buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION,DATED JULY 22, 2024

PROSPECTUS

11,661,364 American Depositary Shares representing116,613,640 Ordinary Shares

Purple Biotech Ltd.

This prospectus relates to the resale by the sellingshareholders named in this prospectus from time to time of up to an aggregate of 11,661,364 American Depositary Shares (the “OfferedADSs”), with each American Depositary Share (“ADS”) representing 10 of our ordinary shares, no par value per share (“OrdinaryShares”), or 116,613,640 Ordinary Shares in the aggregate, issued or issuable upon the exercise of warrants, comprised of (i) (a)4,979,383 ADSs, representing 49,793,830 Ordinary Shares, issued or issuable upon exercise of the Series A-1 Warrants (the “SeriesA-1 Warrants”), and (b) 6,287,635 ADSs, representing 62,876,350 Ordinary Shares, issued or issuable upon exercise of the SeriesA-2 Warrants (the “Series A-2 Warrants” and together with the Series A-1 Warrants, the “Investor Warrants”) thatwere issued pursuant to warrant reprice and reload agreements, dated as of July 1, 2024, between us and the investors in the July 2024Transaction (as defined herein); and (ii) 394,346 ADSs, representing 3,943,460 Ordinary Shares, issued or issuable upon exercise of placementagent warrants that were issued pursuant to an engagement letter (the “Engagement Letter”),dated as of May 22, 2024, between us and H.C. Wainwright & Co., LLC (the “Placement Agent Warrants” and togetherwith the Investor Warrants, the “Warrants”). The Warrants were issued to the selling shareholders in a private placement inconnection with a warrant exercise transaction consummated on July 2, 2024 (the “July 2024 Transaction”).

We will not receive any of the proceeds from thesale of the Offered ADSs by the selling shareholders. However, we will receive the exercise priceupon any exercise of the Warrants, to the extent exercised on a cash basis. Any ADSs subject to resale hereunder will have beenissued by us and acquired by the selling shareholders prior to any resale of such shares pursuant to this prospectus.

The selling shareholders named in this prospectusand any of their pledgees, assignees and successors-in-interest, may offer or resell the Offered ADSs from time to time through publicor private transactions at prevailing market prices, at prices related to prevailing market prices or at privately negotiated prices.The selling shareholders will bear all commissions and discounts, if any, attributable to the sale of the Offered ADSs. We will bear allcosts, expenses and fees in connection with the registration of the Ordinary Shares. For additional information on the methods of salethat may be used by the selling shareholders, see “Plan of Distribution” beginning on page 13 of this prospectus.

The ADSs are listed on The Nasdaq Capital Market(“Nasdaq”) under the symbol “PPBT.” On July 19, 2024, the last reported sale price of the ADSs on Nasdaq was $0.373per ADS. Our Ordinary Shares are also listed on the Tel Aviv Stock Exchange (“TASE”) under the symbol “PPBT.”On July 21, 2024, the last reported sale price of our Ordinary Shares on the TASE was NIS 0.158, or $0.0431 per Ordinary Share (basedon the exchange rate reported by the Bank of Israel on such date, which was NIS 3.662 = $1.00).

For any taxable year that we determine that weare a Passive Foreign Investment Company (“PFIC”), we may in our sole discretion (i) provide notice of our status as a PFICas soon as practicable following such taxable year; and (ii) comply with all reporting requirements necessary for U.S. Holders (as definedbelow) to make Qualified Electing Fund elections, including providing to shareholders upon request the information necessary for suchan election.

Investing in our securities involves ahigh degree of risk. These risks are discussed in this prospectus under “Risk Factors” beginning on page 4 and the“Risk Factors” in “Item 3. Key Information — D. Risk Factors” of our most recent Annual Report on Form20-F, which is incorporated by reference in this prospectus, as well as in any other recently filed reports and, if any, in anyapplicable prospectus supplement.

Neither the Securities and Exchange Commission(the “SEC”) nor any state securities commission has approved or disapproved of these securities or passed upon the adequacyor accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is                 ,2024.

TABLE OF CONTENTS  

ABOUT THIS PROSPECTUS

The selling shareholders named in this prospectusmay resell, from time to time, in one or more offerings, the Offered ADSs. Information about the selling shareholders may change overtime. When the selling shareholders sell Offered ADSs representing Ordinary Shares under this prospectus, we will, if necessary and requiredby law, provide a prospectus supplement that will contain specific information about the terms of that offering. Any prospectus supplementmay also add to, update, modify or replace information contained in this prospectus. If a prospectus supplement is provided and the descriptionof the offering in the prospectus supplement varies from the information in this prospectus, you should rely on the information in theprospectus supplement. You should carefully read this prospectus and the accompanying prospectus supplement, if any, along with all ofthe information incorporated by reference herein, before making an investment decision.

You should rely only on the information containedor incorporated by reference in this prospectus or any applicable prospectus supplement. We have not, and the selling shareholders havenot, authorized any other person to provide you with different or additional information. If anyone provides you with different or additionalinformation, you should not rely on it. This prospectus is not an offer to sell, nor are the selling shareholders seeking an offer tobuy, the Offered ADSs in any jurisdiction where the offer or sale is not permitted. No offers or sales of any of the Offered ADSs areto be made in any jurisdiction in which such an offer or sale is not permitted. You should assume that the information contained in thisprospectus or in any applicable prospectus supplement is accurate only as of the date on the front cover thereof or the date of the documentincorporated by reference, regardless of the time of delivery of this prospectus or any applicable prospectus supplement or any salesof the Offered ADSs offered hereby or thereby.

You should read the entire prospectus and anyprospectus supplement and any related issuer free writing prospectus, as well as the documents incorporated by reference into this prospectusor any prospectus supplement or any related issuer free writing prospectus, before making an investment decision. Neither the deliveryof this prospectus or any prospectus supplement or any issuer free writing prospectus nor any sale made hereunder shall under any circumstancesimply that the information contained or incorporated by reference herein or in any prospectus supplement or issuer free writing prospectusis correct as of any date subsequent to the date hereof or of such prospectus supplement or issuer free writing prospectus, as applicable.You should assume that the information appearing in this prospectus, any prospectus supplement or any document incorporated by referenceis accurate only as of the date of the applicable documents, regardless of the time of delivery of this prospectus or any sale of securities.Our business, financial condition, results of operations and prospects may have changed since that date.

Unless the context otherwise requires, all referencesto “Purple Biotech,” “we,” “us,” “our,” the “Company” and similar designationsrefer to Purple Biotech Ltd. together with (i) its majority owned subsidiary, TyrNovo Ltd., (ii) its wholly owned subsidiary, FameWaveLtd., (iii) its wholly owned subsidiary, Immunorizon Ltd. (“Immunorizon”), and (iv) its wholly owned subsidiary Purple BiotechGmbH, in each case except where otherwise stated or where it is clear that the terms mean only Purple Biotech Ltd. exclusive of any subsidiaries.

The term “NIS” refers to New IsraeliShekels, the lawful currency of the State of Israel, and the terms “dollar,” “US$” or “$” refer toU.S. dollars, the lawful currency of the United States (“U.S.”). Our functional and presentation currency is the U.S. dollar.Foreign currency transactions in currencies other than the U.S. dollar are translated in this prospectus into U.S. dollars using exchangerates in effect at the date of the transactions.

For purposes of this description, the term “U.S.Holder” means a beneficial owner of the ADSs that, for U.S. federal income tax purposes, is (i) a citizen or resident of the UnitedStates, (ii) a corporation (or entity treated as a corporation for U.S. federal income tax purposes) created or organized in or underthe laws of the United States, any state thereof, or the District of Columbia, (iii) an estate the income of which is subject to U.S.federal income tax regardless of its source or (iv) a trust (x) with respect to which a court within the United States is able to exerciseprimary supervision over its administration and one or more U.S. persons have the authority to control all of its substantial decisionsor (y) that has elected to be treated as a domestic trust for U.S. federal income tax purposes.

CAUTIONARY STATEMENT REGARDING FORWARD LOOKINGSTATEMENTS

This prospectus and the information incorporatedby reference herein may include forward-looking statements. These statements involve known and unknown risks, uncertainties and otherfactors that may cause our actual results, performance or achievements to be materially different from any future results, performanceor achievements expressed or implied by the forward-looking statements. In some cases, you can identify forward-looking statements byterms, 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 are subject to risksand uncertainties. In addition, certain sections of this prospectus and the information incorporated by reference herein contain informationobtained from independent industry and other sources that we have not independently verified. You should not put undue reliance on anyforward-looking statements. Unless we are required to do so under U.S. federal securities laws or other applicable laws, we do not intendto update or revise any forward-looking statements.

Our ability to predict our operating results orthe effects of various events on our operating results is inherently uncertain. Therefore, we caution you to consider carefully the mattersdescribed under the caption “Risk Factors” on page 4 of this prospectus, under the similar headings ofour most recent Annual Report on Form 20-F incorporated by reference herein, and certain other matters discussed in this prospectus, andthe information incorporated by reference herein, and other publicly available sources. Such factors and many other factors beyond ourcontrol could cause our actual results, performance or achievements to be materially different from any future results, performance orachievements that may be expressed or implied by the forward-looking statements.

Factors that could cause our actual results todiffer materially from those expressed or implied in such forward-looking statements include, but are not limited to:

We have included important factors in the cautionary statements includedin this prospectus and the documents we incorporate by reference herein, particularly in the “Risk Factors” sections of thesedocuments, that we believe could cause actual results or events to differ materially from the forward-looking statements that we make.Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures orinvestments we may make. No forward-looking statement is a guarantee of future performance.

You should read this prospectus and the documents that we incorporateby reference herein completely and with the understanding that our actual future results may be materially different from what we expect.The forward-looking statements in this prospectus and the documents we incorporate by reference herein represent our views as of the dateof this prospectus. We anticipate that subsequent events and developments will cause our views to change. However, while we may electto update these forward-looking statements at some point in the future, we have no current intention of doing so except to the extentrequired by applicable law. You should, therefore, not rely on these forward-looking statements as representing our views as of any datesubsequent to the date of this prospectus.

RISK FACTORS

Investing in our securities involves a highdegree of risk. In addition to the other information contained in this prospectus and in the documents incorporated by reference herein,you should carefully consider the risks discussed below and under the heading “Risk Factors” in the Company’s AnnualReport on Form 20-F for the year ended December 31, 2023, before making a decision about investing in our securities. The risks and uncertaintiesdiscussed below and in the Annual Report on Form 20-F are not the only ones facing us. Additional risks and uncertainties not presentlyknown to us, or that we currently see as immaterial, may also harm our business. If any of these risks occur, our business, financialcondition and operating results could be harmed, the trading price of the ADSs could decline, and you could lose part or all of your investment.

Please also read carefully the section aboveentitled “Cautionary Statement Regarding Forward-Looking Statements.”

Risks Related to the ADSs 

U.S. holders of ADSs may suffer adversetax consequences if we were characterized as a passive foreign investment company.

Based on the current composition of our grossincome and assets and on reasonable assumptions and projections, we believe we will likely be treated as a PFIC for U.S. federal incometax purposes for 2024. If we are characterized as a PFIC, U.S. holders of the ADSs may suffer adverse tax consequences such as (i) havinggains realized on the sale of the ADSs treated as ordinary income rather than capital gain, (ii) not qualifying for the preferential rateotherwise applicable to dividends received in respect of the ADSs by individuals who are U.S. holders, and (iii) having interest chargesapply to certain distributions by us and upon certain sales of the ADSs.

The sale of a substantial amount of theADSs, including resale of the Offered ADSs issuable upon the exercise of the Warrants by the selling shareholders, in the public market,or the perception that future sales may occur, could adversely affect the prevailing market price of the ADSs.

We are registering for resale 116,613,640 OrdinaryShares represented by 11,661,364 ADSs underlying the Warrants. In addition, as of July 22, 2024, we had outstanding warrants to purchase27,090,240 Ordinary Shares (represented by 2,709,024 ADSs), outstanding options to purchase 18,504,554 Ordinary Shares (represented by1,850,455 ADSs) and 3,750,500 outstanding restricted share units (“RSUs”), each with respect to one ADS. Sales of substantialamounts of ADSs in the public market, or the perception that such sales might occur in the future, including sales of the Offered ADSs,ADSs issuable upon vesting of RSUs and the exercise of options, warrants or other equity-based securities, may cause the market priceof the ADSs to decline. We cannot predict if and when the selling shareholders may sell such shares in the public markets. Furthermore,in the future, we may issue additional ADSs or other equity or debt securities convertible into ADSs. Any such issuance could result insubstantial dilution to our existing shareholders and could cause the price of the ADSs to decline.

USE OF PROCEEDS

We will not receive any proceeds from the saleby the selling shareholders of the Offered ADSs issued or issuable upon exercise of the Warrants. All net proceeds from the sale of theOffered ADSs covered by this prospectus will go to the selling shareholders.

We may receive proceeds from the exercise of theWarrants to the extent that these Warrants are exercised for cash. If all of the Warrants are exercised for cash in full, the proceedswould be approximately $4.7 million.

We intend to use the proceeds from the exerciseof the Warrants for cash, if any, to fund the development of our oncology therapeutic candidates, for the acquisition of new assets andfor general working capital and corporate purposes. We currently have no binding agreements or commitments to complete any transactionfor the possible acquisition of new therapeutic candidates, though we are currently, and likely to continue, exploring possible acquisitioncandidates. 

CAPITALIZATION AND INDEBTEDNESS

The following table sets forth our total capitalization as of March31, 2024:

The information set forth in the following table should be read in conjunctionwith and is qualified in its entirety by reference to the audited and unaudited financial statements and notes thereto incorporated byreference in this prospectus. The pro forma amounts shown below are unaudited and are based on estimates to give pro forma effect to theJuly 2024 Transaction completed on July 2, 2024, as if it was completed on March 31, 2024.

Unless otherwise indicated, the above discussionand the table are based on 266,090,571 Ordinary Shares outstanding as of March 31, 2024 (not including one Ordinary Share held in treasury;such number of Ordinary Shares would be represented by 26,609,057 ADSs) and excludes as of such date:

SELLING SHAREHOLDERS

July 2024 Warrant Exercise Transaction

On July 1, 2024, we entered into the InducementLetters with the Holders that held the Existing Warrants to purchase up to an aggregate of 5,633,509 ADSs, each representing 10 OrdinaryShares, having original exercise prices ranging from $1.25 to $20.00 per ADS, originally issued in October 2023, June 2020, January 2019and June 2018. Pursuant to the Inducement Letters, the Holders agreed to exercise the Existing Warrants in full for cash at a reducedexercise price of $0.36 per ADS, resulting in gross proceeds to the Company of approximately $2.0million (before deducting placement agent fees and other offering expenses payable by the Company).

In consideration for the exercise of the ExistingWarrants for cash, we issued to the Holders, in a private placement, new unregistered Series A-1 Warrants to purchase up to an aggregateof 4,979,383 ADSs and new unregistered Series A-2 Warrants to purchase up to an aggregate of 6,287,635 ADSs. The New Warrants are immediatelyexercisable at an exercise price of $0.40 per ADS. The Series A-1 Warrants have a term of five years from the issuance date and the SeriesA-2 Warrants have a term of twenty-four months from the issuance date.

The exercise of the Existing Warrants and the issuance of the New Warrantswere completed on July 2, 2024.

The issuance of the New Warrants described abovewas exempt from the registration requirements of the Securities Act pursuant to an exemption provided by Section 4(a)(2) thereof and Rule506 of Regulation D promulgated thereunder as a transaction by an issuer not involving a public offering.

Pursuant to the Inducement Letters, we agreedto file a registration statement with the SEC covering the resale of the ADSs issuable upon exercise of the New Warrants within 30 calendardays of the date of the Inducement Letters, and to use commercially reasonable efforts to cause the registration statement to be declaredeffective by the SEC within 60 calendar days following the date of the Inducement Letters (or within 90 calendar days following the dateof the Inducement Letters in case of “full review” of such registration statement by the SEC) and to keep the registrationstatement effective at all times until the Holders no longer own any New Warrants or ADSs issuable upon exercise of the New Warrants.

We are registering the resale by the Holders ofthe ADSs issuable upon exercise of the New Warrants in order to permit the Holders to offer such ADSs for resale from time to time pursuantto this prospectus. The Holders may also sell, transfer or otherwise dispose of all or a portion of the ADSs in transactions exempt fromthe registration requirements of the Securities Act, or pursuant to another effective registration statement covering those.

Placement Agent Warrants

The Company engaged Wainwright to act as its exclusiveplacement agent in connection with the July 2024 Transaction summarized above. As part of the compensation to Wainwright in connectionwith the July 2024 Transaction, pursuant to the Engagement Letter, we issued to designees of Wainwright unregistered Placement Agent Warrantsto purchase up to an aggregate of 394,346 ADSs, on the same terms as the New Warrants issued to the Holders, except that the PlacementAgent Warrants have an exercise price of $0.45 per ADS and expire on July 2, 2029.

The resale of the ADSs issuable upon exerciseof the Placement Agent Warrants and the Ordinary Shares represented by the ADSs is being registered in this registration statement.

Relationships with the Selling Shareholders

Except for the investment by ArmisticeCapital Master Fund Ltd. (“Armistice Capital”) in our registered direct offering and concurrent private placement ofwarrants consummated in October 2023, for ownership of the New Warrants, and as described in this prospectus and the documents incorporatedby reference into this prospectus, Armistice Capital has not had any material relationshipwith us within the past three years. Except for ownership of the New Warrants and as described in this prospectus and the documents incorporatedby reference into this prospectus, Sabby Volatility Warrant Master Fund, Ltd. (“Sabby”) has not had any material relationshipwith us within the past three years.

Wainwright and its respective affiliates haveengaged in investment banking, advisory and other commercial dealings in the ordinary course of business with us or our affiliates forwhich it has received customary fees and commissions. Wainwright acted as the placement agent in connection with our registered directoffering and concurrent private placement of warrants consummated in October 2023, and it received compensation for such offering. Exceptfor such offering, Wainwright has not had any material relationship with us within the past three years.

Information About Selling Shareholders Offering

The Ordinary Shares represented by the OfferedADSs being offered by the selling shareholders are those issued or issuable upon exercise of the Warrants described above. We are registeringthe Offered ADSs in order to permit the selling shareholders to offer the Offered ADSs for resale from time to time.

Throughout this prospectus, when we refer to theOffered ADSs being registered on behalf of the selling shareholders, we are referring to the Offered ADSs issued or issuable upon cashexercise of the Warrants, and when we refer to the selling shareholders in this prospectus we are referring to each selling shareholderidentified below, and, as applicable, permitted transferees or other successors-in-interest of the selling shareholders that may be identifiedin a supplement to this prospectus or, if required, a post-effective amendment to the registration statement of which this prospectusis a part.

The table below provides information regardingthe beneficial ownership of the Ordinary Shares represented by the Offered ADSs by each of the selling shareholders. The second columnlists the number of Ordinary Shares represented by ADSs beneficially owned by each of the selling shareholders, based on their beneficialownership of Ordinary Shares, as of July 22, 2024, assuming the exercise of warrants held by each selling shareholder on that date, withoutregard to any limitations on the exercise of such warrants. The fourth column lists the maximum number of Ordinary Shares representedby the Offered ADSs being offered in this prospectus by each selling shareholder, issuable upon exercise of the Warrants, respectively,without regard to any limitations on the exercise of the Warrants. The fifth and sixth columns list the number of Ordinary Shares representedby ADSs beneficially owned after the offering and the percentage of outstanding Ordinary Shares, assuming in both cases the exercise ofwarrants held by that selling shareholder, without regard to any limitations on the exercise of such warrants, and assuming the sale ofall of the Ordinary Shares represented by the Offered ADSs offered by that selling shareholder pursuant to this prospectus.

The selling shareholders may sell some, all ornone of their Offered ADSs. We do not know when or whether the selling shareholders will exercise their Warrants nor do we know how longthe selling shareholders will hold their Offered ADSs before selling them, and we currently have no agreements, arrangements or understandingswith the selling shareholders regarding the exercise of any Warrants, or the sale or other disposition of any of the Offered ADSs. TheOffered ADSs covered hereby may be offered from time to time by the selling shareholders.

Unless otherwise indicated, all information contained in the table belowand the footnotes thereto is based upon information provided to us by the selling shareholders. The percentage of shares owned prior toand after the offering is based on 313,218,444 of our Ordinary Shares outstanding as of July 22, 2024. Unless otherwise indicated in thefootnotes to this table, we believe that each selling shareholder has sole voting and investment power with respect to the Ordinary Sharesindicated as beneficially owned. Except as otherwise indicated below, based on the information provided to us by the selling shareholders,and to the best of our knowledge, no selling shareholder is a broker-dealer or an affiliate of a broker-dealer.

PLAN OF DISTRIBUTION

The selling shareholders of the securities andany of their pledgees, assignees and successors-in-interest may, from time to time, sell any or all of the securities covered hereby onthe principal trading market or any other stock exchange, market or trading facility on which the securities are traded or in privatetransactions. These sales may be at fixed or negotiated prices. The selling shareholders may use any one or more of the following methodswhen selling securities:

The selling shareholders may also sell securitiesunder Rule 144 or any other exemption from registration under the Securities Act, if available, rather than under this prospectus.

Broker-dealers engaged by the selling shareholdersmay arrange for other broker-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling shareholders(or, if any broker-dealer acts as agent for the purchaser of securities, from the purchaser) in amounts to be negotiated, but, exceptas set forth in a supplement to this prospectus, in the case of an agency transaction not in excess of a customary brokerage commissionin compliance with FINRA Rule 2121, and in the case of a principal transaction a markup or markdown in compliance with FINRA Rule 2121.

In connection with the sale of the securitiesor interests therein, the selling shareholders may enter into hedging transactions with broker-dealers or other financial institutions,which may, in turn, engage in short sales of the securities in the course of hedging the positions it assumes. The selling shareholdersmay also sell securities short and deliver these securities to close out its short positions, or loan or pledge the securities to broker-dealersthat in turn may sell these securities. The selling shareholders may also enter into options or other transactions with broker-dealersor other financial institutions or create one or more derivative securities which require the delivery to such broker-dealer or otherfinancial institution of securities offered by this prospectus, which securities such broker-dealer or other financial institution mayresell pursuant to this prospectus (as supplemented or amended to reflect such transaction).

The selling shareholders and any broker-dealers or agents that areinvolved in selling the securities may be deemed to be “underwriters” within the meaning of the Securities Act in connectionwith such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the securitiespurchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. The selling shareholders have informedthe Company that they do not have any written or oral agreement or understanding, directly or indirectly, with any person to distributethe securities.

We are required to pay certain fees and expensesincurred by us incident to the registration of the securities.

We agreed to keep this prospectus effective untilthe Holders do not own any New Warrants or do not own any Ordinary Shares represented by the Offered ADSs issuable upon exercise of theNew Warrants. The resale securities will be sold only through registered or licensed brokers or dealers if required under applicable statesecurities laws. In addition, in certain states, the resale securities covered hereby may not be sold unless they have been registeredor qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is compliedwith.

Under applicable rules and regulations under theSecurities Exchange Act of 1934, as amended (the “Exchange Act”), any person engaged in the distribution of the resale securitiesmay not simultaneously engage in market-making activities with respect to the Offered ADSs for the applicable restricted period, as definedin Regulation M, prior to the commencement of the distribution. In addition, the selling shareholders will be subject to applicable provisionsof the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and salesof the Offered ADSs by the selling shareholders or any other person. We will make copies of this prospectus available to the selling shareholdersand have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (includingby compliance with Rule 172 under the Securities Act).

EXPENSES

The following table sets forth the estimated costsand expenses payable by the registrant expected to be incurred in connection with the registration of the Offered ADSs being registeredhereby. All of such expenses are estimates.

LEGAL MATTERS

Certain legal matters with respect to Israelilaw and with respect to the validity of the offered securities under Israeli law will be passed upon for us by FISCHER (FBC & Co.).Certain legal matters with respect to U.S. federal securities law and New York law will be passed upon for us by Haynes and Boone, LLP.

EXPERTS

The consolidated financial statements of PurpleBiotech Ltd. and its subsidiaries as of December 31, 2023 and 2022 and for each of the years in the three-year period ended December 31,2023, have been incorporated by reference herein in reliance upon the report of Somekh Chaikin, a member firm of KPMG International, independentregistered public accounting firm, incorporated by reference herein, and upon the authority of said firm as experts in accounting andauditing.

WHERE YOU CAN FIND ADDITIONAL INFORMATION

We are subject to the informational requirementsof the Securities Exchange Act of 1934, as amended, and in accordance therewith file annual and special reports with, and furnish otherinformation to, the SEC. The SEC maintains a website that contains reports, information statements and other information regarding registrantsthat file electronically with the SEC. The address of the SEC’s website is www.sec.gov. These SEC filings are also generally availableto the public on (i) the Israel Securities Authority’s Magna website at www.magna.isa.gov.il, (ii) the Tel Aviv Stock Exchange websiteat http://www.maya.tase.co.il, and (iii) from commercial document retrieval services.

We make available free of charge on or throughour website at www.purple-biotech.com, our Annual Reports on Form 20-F, Reports on Form 6-K and amendments to those reports filedor furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, as soon as reasonably practicable after we electronically file suchmaterial with or otherwise furnish it to the SEC.

As a foreign private issuer, we are exempt fromthe rules under the Exchange Act relating to the furnishing and content of proxy statements, and our officers, directors and principalshareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act. Inaddition, we are not required under the Exchange Act to file periodic reports and financial statements with the SEC as frequently or aspromptly as U.S. companies whose securities are registered under the Exchange Act. However, we are required to file with the SEC, within120 days after the end of each fiscal year ending December 31, an annual report on Form 20-F containing financial statements which areexamined and reported on, with an opinion expressed, by an independent registered public accounting firm. We also furnish to the SEC undercover of Form 6-K material information required to be made public in Israel, filed with and made public by any stock exchange or distributedby us to our shareholders. In addition, in accordance with the Nasdaq Listing Rules, as a foreign private issuer we are required to submiton 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 agreedcontractually under the Open Market Sale Agreement^SM we entered into with Jefferies LLC to provide on Form 6-K an interim balancesheet and income statement as of the end of the first and third quarters of each fiscal year.

We have filed with the SEC a registration statementunder the Securities Act relating to the offering of these securities. The registration statement, including the attached exhibits, containsadditional relevant information about us and the securities. This prospectus does not contain all of the information set forth in theregistration statement. You can obtain a copy of the registration statement for free at www.sec.gov. The registration statement and thedocuments referred to below under “Incorporation of Documents by Reference” are also available on our website, www.purple-biotech.com.We will provide you without charge, upon your written or oral request, a copy of any of the documents incorporated by reference in thisprospectus, other than exhibits to such documents which are not specifically incorporated by reference into such documents. Please directyour written or telephone requests to Purple Biotech Ltd., 4 Oppenheimer Street, Science Park, Rehovot 7670104, Israel, Attn: Lior Fhima,telephone number + 972-3-933-3121.

Information contained on, or that can be accessedthrough, our website does not constitute a part of this prospectus and is not incorporated by reference herein. We have included our websiteaddress in this prospectus solely as an inactive textual reference. We will post on our website any materials required to be posted onsuch website under applicable corporate or securities laws and regulations, including posting any notices of general meetings of our shareholders.

INCORPORATION OF DOCUMENTS BY REFERENCE

The SEC allows us to “incorporate by reference”the information we have filed with it, which means that we can disclose important information to you by referring you to those documents.The information we incorporate by reference is an important part of this prospectus. We specifically are incorporating by reference thefollowing documents filed with the SEC:

The information relating to us contained in thisprospectus does not purport to be comprehensive and should be read together with the information contained in the documents incorporatedor deemed to be incorporated by reference in this prospectus.

You should rely only on the information incorporatedby reference or provided in this prospectus. We have not authorized anyone else to provide you with different information. You shouldnot assume that the information in this prospectus is accurate as of any date other than the date of this prospectus or the date of thedocuments incorporated by reference in this prospectus. As you read the above documents, you may find inconsistencies in information fromone document to another. If you find inconsistencies between the documents and this prospectus, you should rely on the statements madein the most recent document. All information appearing in this prospectus is qualified in its entirety by the information and financialstatements, including the notes thereto, contained in the documents incorporated by reference herein.

We will provide you without charge, upon yourwritten or oral request, a copy of any of the documents incorporated by reference in this prospectus, other than exhibits to such documentswhich are not specifically incorporated by reference into such documents. Please direct your written or telephone requests to Purple BiotechLtd., 4 Oppenheimer Street, Science Park, Rehovot 7670104, Israel, Attn: Lior Fhima, telephone number + 972-3-933-3121. You may also obtaininformation about us by visiting our website at www.purple-biotech.com. Except for the specific incorporated documents listed above,no information available on or through our website shall be deemed to be incorporated in this prospectus or the registration statementof which it forms a part.

ENFORCEABILITY OF CIVIL LIABILITIES

We are incorporated under the laws of the Stateof Israel. Service of process upon us and upon our directors and officers and the Israeli experts named in this prospectus, substantiallyall of whom reside outside the United States, may be difficult to obtain within the United States. Furthermore, because substantiallyall of our assets and substantially all of our directors and officers are located outside the United States, any judgment obtained inthe 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. securitieslaw claims in original actions instituted in Israel. Israeli courts may refuse to hear a claim based on an alleged violation of U.S. securitieslaws reasoning that Israel is not the most appropriate forum to hear such a claim. In addition, even if an Israeli court agrees to heara claim, it may determine that Israeli law and not U.S. law is applicable tothe claim. If U.S. law is found to be applicable, the content of applicable U.S. law must be proved as a fact by expert witnesseswhich can be a time-consuming and costly process. Certain matters of procedure may also be governed by Israeli law.

Subject to certain time limitations, legal proceduresand exceptions, Israeli courts may enforce a U.S. judgment in a civil matter which (subject to limited exceptions) is non-appealable,including a judgment based upon the civil liability provisions of the Securities Act and the Exchange Act and including a monetary orcompensatory judgment in a non-civil matter, provided that:

Even if these conditions are met, an Israeli courtmay not declare a foreign civil judgment enforceable if:

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 againstus in any United States federal or state court arising out of this offering or any purchase or sale of securities in connection with thisoffering.

If a foreign judgment is enforced by an Israelicourt, it generally will be payable in Israeli currency, which can then be converted into non-Israeli currency and transferred out ofIsrael. The usual practice in an action before an Israeli court to recover an amount in a non-Israeli currency is for the Israeli courtto issue a judgment for the equivalent amount in Israeli currency at the rate of exchange in force on the date of the judgment, but thejudgment debtor may make payment in foreign currency. Pending collection, the amount of the judgment of an Israeli court stated in Israelicurrency ordinarily will be linked to the Israeli consumer price index plus interest at the annual statutory rate set by Israeli regulationsprevailing at the time. Judgment creditors must bear the risk of unfavorable exchange rates.

11,661,364 American Depositary Shares representing116,613,640 Ordinary Shares

Purple Biotech Ltd.

PROSPECTUS

PARTII

INFORMATIONNOT REQUIRED IN PROSPECTUS

Item6. Indemnification of Directors and Officers.

Underthe Israeli Companies Law, 5759 – 1999 (the “Companies Law”), a company may not exculpate an office holder from liabilityfor a breach of a fiduciary duty. An Israeli company may exculpate an office holder in advance from liability to the company, in wholeor 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 exculpationis included in its articles of association. Our amended and restated articles of association include such a provision. The company maynot exculpate in advance a director from liability arising out of a prohibited dividend or distribution to shareholders.

Underthe Companies Law and the Israeli Securities Law, 5728 – 1968 (the “Securities Law”) a company may indemnify an officeholder in respect of the following liabilities, payments and expenses incurred for acts performed by him or her as an office holder,either in advance of an event or following an event, provided its articles of association include a provision authorizing such indemnification:

An“Administrative Procedure” is defined as a procedure pursuant to chapters H3 (Monetary Sanction by the Israeli SecuritiesAuthority), H4 (Administrative Enforcement Procedures of the Administrative Enforcement Committee) or I1 (Arrangement to prevent Proceduresor Interruption of procedures subject to conditions) to the Securities Law.

Underthe Companies Law and the Securities Law, a company may insure an office holder against the following liabilities incurred for acts performedby him or her as an office holder if and to the extent provided in the company’s articles of association:

Underthe Companies Law, a company may not indemnify, exculpate or insure an office holder against any of the following:

Underthe Companies Law, exculpation, indemnification and insurance of office holders must be approved by the compensation committee and theboard of directors and, with respect to directors or controlling shareholders, their relatives and third parties in which such controllingshareholders have a personal interest, also by the shareholders.

Underthe Companies Law exculpation, indemnification and insurance of office holders must be approved by the compensation committee and theboard of directors and, with respect to directors or controlling shareholders, their relatives and third parties in which such controllingshareholders have a personal interest, also by the shareholders

Thecompensation committee may approve the procurement of directors’ and officers’ liability insurance policy without the needfor shareholder approval, if they determine that, pursuant to the relief regulations promulgated under the Companies Law, the provisionof such insurance coverage to the office holders under our directors and officers liabilities insurance policy is on market terms, isnot likely to have a material adverse effect on our profits, assets or obligations, and is consistent with our Compensation Policy whichwas approved by our shareholders in accordance with the Companies Law.

Ouramended and restated articles of association permit us to exculpate, indemnify and insure our office holders to the fullest extent permittedor to be permitted by law. Our office holders are currently covered by a directors’ and officers’ liability insurance policy.

Wehave issued letters of indemnity (the “Indemnity Letters”) to each of our current office holders pursuant to which we undertookto indemnify such office holders to the fullest extent permitted by applicable law, to the extent that these liabilities are not coveredby insurance. This indemnification is limited to events determined as foreseeable by our Board of Directors based on our activities,as set forth in the Indemnity Letters. According to the Indemnity Letters, the total accumulative sum of indemnification that may bepaid by us to all office holders will not exceed a sum equal to 25% of our shareholders’ equity according to our latest auditedor reviewed consolidated financial statements, as the case may be, as of the date of indemnification. The payment of indemnity amountswill not prejudice the right of office holders to receive insurance coverage benefits. Once we have paid to our office holders the aggregatemaximum indemnity amount that we may pay to all our office holders, we will not pay additional indemnity amounts unless the payment ofthese additional amounts is approved by the authorized corporate bodies according to the applicable law at the time of payment of theadditional indemnity sums, and subject to an amendment to our articles of association if required by applicable law at such time.

Inaddition, we have issued letters of exemption to each of our current office holders exculpating them from a breach of their duty of careto us to the fullest extent permitted by law.

Weexpect to indemnify Isaac Israel, a director and our former chief executive officer, for obligations, including the deductibles for ourdirectors’ and officers’ liability insurance policy, and we may be required to pay costs and expenses he may incur relatedto the Atzmon Claim, as defined and described in “Item 8. Financial Information – A. Consolidated Statements and Other FinancialInformation – Legal Proceedings” of our Annual Report on Form 20-F for the year ended December 31, 2023, which is incorporatedherein by reference, 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 proceeding against any of our office holders as to which indemnification is being, or maybe sought, nor are we aware of any other pending or threatened litigation or proceeding that may result in claims for indemnificationby any office holder.

Insofaras indemnifications for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling uspursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policyas expressed in the Securities Act and is therefore unenforceable.

Item7. Recent Sales of Unregistered Securities

October2023 Registered Direct Offering and Concurrent Private Placement of Warrants

OnOctober 19, 2023, we issued to an institutional investor warrants to purchase up to 4,347,827 ADSs (the “October 2023 Warrants”),in a private placement completed concurrently with a registered direct offering (the “October 2023 Offering”). The October2023 Warrants had an exercise price of $1.25 per ADS, were exercisable immediately and had an expiration date of April 19, 2029. Allof the October 2023 Warrants were exercised for cash, at a reduced exercise price of $0.36 per ADS, in connection with the July 2024Transaction.

Wealso issued the unregistered October 2023 PA Warrants to purchase up to an aggregate of 304,348 ADSs to designees of Wainwright, theexclusive placement agent for the offering, which have an exercise price of $1.4375 per ADS and expire on October 17, 2028.

TheOctober 2023 Warrants, the October 2023 PA Warrants and the ADSs representing Ordinary Shares issued or issuable upon exercise of theOctober 2023 Warrants and the October 2023 PA Warrants were and/or will be (as applicable) issued pursuant to the exemptions from theregistration requirements of the Securities Act provided in Section 4(a)(2) under the Securities Act and/or Rule 506(b) promulgated thereunder.

ImmunorizonAcquisition

OnFebruary 1, 2023, we entered into the Share Purchase Agreement dated February 1, 2023 (the “Share Purchase Agreement”), pursuantto which we acquired 100% of the issued and outstanding shareholdings from the shareholders of Immunorizon Ltd. and Immunorizon becamea wholly-owned subsidiary of the Company.

Inconsideration for the transfer of 100% of Immunorizon’s shares to us and the other obligations set forth in the Share PurchaseAgreement, we paid an aggregate purchase price consisting of an aggregate upfront payment of $3.5 million in cash and an aggregate $3.5million in ADSs (the “Immunorizon ADSs”), at a price per ADS equal to the NASDAQ volume-weighted average price of our ADSsfor the 60-day period preceding the execution date of the agreement the (“PPS”).

TheImmunorizon ADSs were issued to certain major shareholders of Immunorizon (the “Major Selling Shareholders”) and were subjectto a three-month lock-up period. We also undertook to file a resale registration statement with the SEC to register the ADSs for resalefollowing the lock-up period.

TheImmunorizon ADSs were issued pursuant to the exemptions from the registration requirements of the Securities Act provided by RegulationS.

ImmunorizonAnti-Dilution Shares

Atthe closing of the transactions contemplated by the Share Purchase Agreement, we entered into a Lock-Up and Registration Rights Agreementwith the Major Selling Shareholders. In the event that during one year following the closing of the Share Purchase Agreement, the Companyentered into an agreement or made a filing pursuant to which it issued ADSs or other equity securities in a financing transaction (otherthan under its ATM program used for an accumulated amount of up to $2,000,000 worth of ADSs sold during any 90 day period following theclosing of the Share Purchase Agreement, a non-cash transaction or a strategic transaction such as strategic joint venture, pre-clinicalor clinical collaboration), at a price per ADS lower than the PPS (such new price, the “New PPS”) (a “Dilutive Event”),and at such time a Major Selling Shareholder still held any ADSs issued to it under the Share Purchase Agreement, the Company agreedto issue such Major Selling Shareholder additional ADSs (“Additional ADSs”) equal to: (i) (A) the number of such ADSs heldby such Major Selling Shareholder at such time, multiplied by (B) the PPS divided by (C) the New PPS, minus (ii) the number of such ADSsheld by such Major Selling Shareholder at such time. Such protection was only permitted to be provided once.

Followingthe October 2023 Offering, which constituted a Dilutive Event, we issued an aggregate 699,495 Additional ADSs to the Major Selling Shareholders.Such issuance was undertaken in reliance upon the exemption from the registration requirements of the Securities Act, pursuant to Section4(a)(2) thereof.

July2024 Warrant Exercise Transaction

OnJuly 1, 2024, we entered into the Inducement Letters with the Holders that held the Existing Warrants to purchase up to an aggregateof 5,633,509 ADSs, each representing 10 Ordinary Shares, having original exercise prices ranging from $1.25 to $20.00 per ADS, originallyissued in October 2023, June 2020, January 2019 and June 2018. Pursuant to the Inducement Letters, the Holders agreed to exercise theExisting Warrants in full for cash at a reduced exercise price of $0.36 per ADS.

Inconsideration for the exercise of the Existing Warrants for cash, we issued to the Holders, in a private placement, new unregisteredSeries A-1 Warrants to purchase up to an aggregate of 4,979,383 ADSs and new unregistered Series A-2 Warrants to purchase up to an aggregateof 6,287,635 ADSs. The New Warrants are immediately exercisable at an exercise price of $0.40 per ADS. The Series A-1 Warrants have aterm of five years from the issuance date and the Series A-2 Warrants have a term of twenty-four months from the issuance date.

Wealso issued the unregistered Placement Agent Warrants to purchase up to an aggregate of 394,346 ADSs to designees of Wainwright, theexclusive placement agent for the offering, which have an exercise price of $0.45 per ADS and expire on July 2, 2029.

TheNew Warrants, the Placement Agent Warrants and the ADSs representing Ordinary Shares issuable upon exercise of the New Warrants and thePlacement Agent Warrants were and/or will be (as applicable) issued pursuant to the exemptions from the registration requirements ofthe Securities Act provided in Section 4(a)(2) under the Securities Act and/or Rule 506(b) promulgated thereunder.

Item8. Exhibits and Financial Statement Schedules.

Thefollowing exhibits are filed with this Registration Statement.

Theagreements included or incorporated by reference as exhibits to this registration statement contain representations and warranties byeach of the parties to the applicable agreement. These representations and warranties were made solely for the benefit of the other partiesto the applicable agreement and (i) were not intended to be treated as categorical statements of fact, but rather as a way of allocatingthe risk to one of the parties if those statements prove to be inaccurate; (ii) may have been qualified in such agreement by disclosuresthat were made to the other party in connection with the negotiation of the applicable agreement; (iii) may apply contract standardsof “materiality” that are different from “materiality” under the applicable securities laws; and (iv) were madeonly as of the date of the applicable agreement or such other date or dates as may be specified in the agreement.

Theundersigned registrant acknowledges that, notwithstanding the inclusion of the foregoing cautionary statements, it is responsible forconsidering whether additional specific disclosures of material information regarding material contractual provisions are required tomake the statements in this registration statement not misleading.

Item9. Undertakings.

Theundersigned Registrant hereby undertakes:

SIGNATURES

Pursuantto the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe thatit meets all of the requirements for filing on Form F-1 and has duly caused this registration statement to be signed on its behalf bythe undersigned, thereunto duly authorized, in Rehovot, Israel on July 22, 2024.

POWEROF ATTORNEY

KNOWALL MEN BY THESE PRESENTS, that we, the undersigned officers and directors of Purple Biotech Ltd., a company incorporated under the lawsof the State of Israel, do hereby constitute and appoint Gil Efron and Lior Fhima, and each of them, as his or her true and lawful attorney-in-factand agent, with full power of substitution and re-substitution, for him or her and in his or her name, place, and stead, in any and allcapacities, to sign any and all amendments (including post-effective amendments, exhibits thereto and other documents in connection therewith)to this Registration Statement and any subsequent registration statement filed by the registrant pursuant to Rule 462(b) of the SecuritiesAct, which relates to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connectiontherewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to doand perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposesas he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substituteor substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuantto the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons inthe capacities and on the dates indicated.

Signatureof authorized representative in the United States

Pursuantto the requirements of the Securities Act of 1933, as amended, the Registrant’s duly authorized representative has signed thisRegistration Statement on Form F-1 on this 22^nd day of July 2024.