Purple Biotech : Other Report or Announcement

Submission Data File

	General Information
Form Type*	424B5
Contact Name	Edgar Agents
Contact Phone	732-780-5036
Filer File Number*
Filer CIK*	0001614744
Filer CCC*	**********
Confirming Copy	No
Notify via Website only	No
Return Copy	No
Serial	No
Serial Company Name*
SROS*	NASD
Depositor CIK
Fee Table included*
ABS Asset Class Type
ABS Sub Asset Class Type
Sponsor CIK	(End General Information)

	Document Information
File Count*	2
Document Name 1*	ea186956-424b5_purple.htm
Document Type 1*	424B5
Document Description 1	Prospectus Supplement
Document Name 2*	image_001.jpg
Document Type 2*	GRAPHIC
Document Description 2	Graphic
	(End Document Information)

	Notifications
Notify via Website only	No
E-mail 1	[e-mail]
	(End Notifications)

ea186956-424b5_purple.htm	Form Type: 424B5	Page 1
Edgar Agents LLC	PURPLE BIOTECH LTD.	10/19/2023 10:02 AM
		Filed Pursuant to Rule 424(b)(5)
		Registration No. 333-268710
	PROSPECTUS SUPPLEMENT
	(To prospectus dated May 22, 2023)

2,430,000 American Depositary Shares representing 24,300,000 Ordinary Shares Pre-funded Warrants to Purchase up to 1,917,827 American Depositary Shares

Up to 1,917,827 American Depositary Shares representing 19,178,270 Ordinary Shares

underlying the Pre-funded Warrants

Purple Biotech Ltd.

We are offering 2,430,000 American Depositary Shares ("ADSs") in this offering to an institutional investor pursuant to this prospectus supplement and accompanying prospectus and a securities purchase agreement dated as of October 17, 2023, by and between us and the purchaser signatory thereto (the "Securities Purchase Agreement"). Each ADS represents 10 ordinary shares, no par value per share (the "Ordinary Shares"). We are also offering Pre- funded Warrants to purchase up to 1,917,827 ADSs (the "Pre-funded Warrants") to the institutional investor pursuant to this prospectus supplement, the accompanying prospectus and the Securities Purchase Agreement. The purchase price of each ADS is $1.15, and the purchase price of each Pre-funded Warrant is $1.149 (equal to the purchase price per ADS minus $0.001). Such investor will also receive unregistered warrants to purchase up to 4,347,827 ADSs (the "Warrants") in a concurrent private placement. The Warrants and the ADSs representing Ordinary Shares issuable upon the exercise of the Warrants are not being registered under the Securities Act of 1933, as amended, (the "Securities Act"), are not being offered pursuant to this prospectus supplement and the accompanying prospectus and are being offered pursuant to the exemption provided in Section 4(a)(2) under the Securities Act and/or Rule 506(b) promulgated thereunder. The Warrants have an exercise price of $1.25 per ADS, exercisable immediately upon issuance and will expire five and one-half (5.5) years from the date of issuance.

A holder of Pre-funded Warrants will not have the right to exercise any portion of its Pre-funded Warrants if the holder, together with its affiliates and certain related parties, would beneficially own in excess of 4.99% (or, at the election of the holder, 9.99%) of the number of the Ordinary Shares outstanding immediately after giving effect to such exercise. The Pre-funded Warrants may only be exercised to purchase whole ADSs at an exercise price of $0.001 per ADS. The Pre-funded Warrants are immediately exercisable and may be exercised at any time until all of the Pre-funded Warrants are exercised in full. There is no established public trading market for the Pre-funded Warrants, and we do not expect a market to develop. We do not intend to apply for listing of the Pre-funded Warrants on the Nasdaq Stock Market ("Nasdaq") or any other securities exchange or nationally recognized trading system. Without an active trading market, the liquidity of the Pre-funded Warrants will be limited. The ADSs issuable from time to time upon exercise of the Pre-funded Warrants are also being offered by this prospectus supplement and the accompanying prospectus. We refer to the ADSs and the Pre- funded Warrants being offered hereby and the ADSs issued or issuable upon exercise of the Pre-funded Warrants being offered hereby, collectively, as the "securities."

In connection with this offering, we agreed with the investor in this offering to amend (i) certain existing warrants to purchase up to an aggregate of 555,556 ADSs at an exercise price of $9.00 per ADS, issued on June 23, 2020 (the "June 2020 Warrants"), and (ii) certain existing warrants to purchase up to an aggregate of 76,000 ADSs at an exercise price of $28.00 per ADS issued on June 1, 2018 (the "June 2018 Warrants"), so that such amended warrants, in each case, will have a reduced exercise price of $1.25 per ADS and expiration date of five and one-half years from the closing of this offering, effective upon closing of this offering.

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Edgar Agents LLC	PURPLE BIOTECH LTD.	10/19/2023 10:02 AM

As of the date of this prospectus supplement, the aggregate market value of our outstanding Ordinary Shares held by non-affiliates pursuant to General Instruction I.B.5 of Form F-3 is $30,985,501, based on 213,693,112 Ordinary Shares outstanding held by non-affiliates (which would be represented by 21,369,311 ADSs), and a per ADS price of $1.45 per ADS, the closing price of the ADSs on October 16, 2023, as reported on Nasdaq. As of the date hereof, we have sold or offered a total of $1,744,642 of ADSs pursuant to General Instruction I.B.5 of Form F-3 during the 12 calendar months prior to and including 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 which this prospectus supplement forms a part in a public primary offering with a value exceeding one-third of our outstanding voting and non-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.

The ADSs are listed on Nasdaq under the symbol "PPBT." On October 16, 2023, the last reported sale price of the ADSs on Nasdaq was $1.45 per ADS. Our ordinary shares are also listed on the Tel Aviv Stock Exchange ("TASE") under the symbol "PPBT." On October 16, 2023, the last reported sale price of our ordinary shares on the TASE was NIS 0.507, or USD 0.127 per ordinary share (based on the exchange rate reported by the Bank of Israel on such date, which was NIS 3.99 = USD 1.00).

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

Investing in our securities involves a high degree of risk. Please read "Risk Factors" beginning on page S-6 of this prospectus supplement, on page S-1 of the accompanying prospectus and in the documents incorporated by reference into this prospectus supplement.

None of the United States Securities and Exchange Commission, any state securities commission or any other regulatory body, has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.

					Per Pre-
					funded
		Per ADS			Warrant			Total
Offering price	$	1.1500		$	1.1490		$	4,998,083.22
Placement agent fees(1)	$	0.0805	$	0.0805	$	350,000.07
Proceeds to us, before expenses(2)	$	1.0695	$	1.0685	$	4,648,083.15

1. We will pay the Placement Agent (as defined below) a cash fee equal to 7.0% of the aggregate gross proceeds of this offering. In addition, we will pay the placement agent a management fee equal to 1.0% of the aggregate gross proceeds of this offering, $60,000 for non-accountable expenses and $15,950 for clearing expenses. In addition, we agreed to issue to the Placement Agent or its designees, warrants to purchase up to 304,348 ADSs at an exercise price of $1.4375 per ADS (the "Placement Agent Warrants"). See "Plan of Distribution" on page S-25 of this prospectus supplement for more information regarding the Placement Agent's compensation.
2. The amount of the offering proceeds to us presented in this table does not give effect to the sale or exercise, if any, of the Warrants being issued in the concurrent private placement or the Placement Agent Warrants.

We have retained H.C. Wainwright & Co., LLC ("Wainwright" or the "Placement Agent") to act as our placement agent in connection with this offering. The Placement Agent is not purchasing or selling any of the securities offered pursuant to this prospectus supplement and the accompanying prospectus and the Placement Agent is not required to arrange the purchase or sale of any specific number of securities or dollar amount, but it has agreed to use its reasonable best efforts to arrange for the sale of all of the securities.

We anticipate that delivery of the ADSs and the Pre-funded Warrants will be made on or about October 19, 2023, subject to satisfaction of customary closing conditions.

H.C. Wainwright & Co.

Prospectus supplement dated October 17, 2023

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Edgar Agents LLC	PURPLE BIOTECH LTD.	10/19/2023 10:02 AM

	Table Of Contents
PROSPECTUS SUPPLEMENT		Page
About this Prospectus Supplement		S-ii
Cautionary Note Regarding Forward-Looking Statements		S-iii
Prospectus Supplement Summary		S-1
The Offering		S-3
Risk Factors		S-6
Use of Proceeds		S-9
Capitalization and Indebtedness		S-10
Dilution		S-11
Dividend Policy		S-13
Description of Securities We Are Offering		S-14
Concurrent Private Placement of Warrants		S-16
Material Tax Considerations		S-17
Plan of Distribution		S-25
Legal Matters		S-27
Experts		S-27
Where You Can Find Additional Information		S-28
Enforceability of Civil Liberties		S-29
Incorporation of Certain Documents By Reference		S-30

PROSPECTUS	Page
About This Prospectus	ii
Prospectus Summary	1
Cautionary Note Regarding Forward-Looking Statements	2
Summary Of Risk Factors	3
Risk Factors	5
Capitalization	6
Use Of Proceeds	7
Description Of Ordinary Shares	8
Description Of Preferred Shares	10
Description Of American Depositary Shares	10
Description Of Warrants	10
Description Of Overallotment Purchase Rights	14
Description Of Subscription Rights	15
Description Of Units	16
Description Of Capital Notes	17
Taxation	18
Plan Of Distribution	19
Legal Matters	23
Experts	23
Where You Can Find Additional Information	23
Enforceability Of Civil Liabilities	24
Incorporation Of Certain Documents By Reference	26
Offering Expenses	27

S-i

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Edgar Agents LLC	PURPLE BIOTECH LTD.	10/19/2023 10:02 AM

ABOUT THIS PROSPECTUS SUPPLEMENT

This prospectus supplement and the accompanying prospectus form part of the registration statement (No. 333-268710) that we filed with the Securities and Exchange Commission ("SEC"), using a "shelf" registration process. This document comprises two parts. The first part is this prospectus supplement, which describes the specific terms of this offering and also adds to and updates information contained in the accompanying base prospectus and the documents incorporated by reference herein. The second part, the accompanying base prospectus, gives more general information, some of which may not apply to this offering. Generally, when we refer to this prospectus, we are referring to both parts of this document combined. If the description of the offering varies between this prospectus supplement and the accompanying prospectus or the documents incorporated herein or therein by reference filed prior to the date of this prospectus supplement, you should rely on the information contained in this prospectus supplement. However, if any statement in one of these documents is inconsistent with a statement in another document having a later date - for example, a document incorporated by reference in the accompanying prospectus - the statement in the document having the later date modifies or supersedes the earlier statement.

We have not, and the Placement Agent has not, authorized anyone to provide information different from that contained in this prospectus supplement, the accompanying prospectus and any free writing prospectus that we have authorized for use in this offering. If anyone provides you with different or inconsistent information, you should not rely on it. Neither we nor the Placement Agent take any responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. You should not assume that the information contained in this prospectus supplement or the accompanying prospectus, or any document incorporated by reference in this prospectus supplement or the accompanying prospectus, is accurate as of any date other than the date on the front cover of the applicable document. Neither the delivery of this prospectus supplement, the accompanying prospectus and any free writing prospectus that we have authorized for use in this offering, nor the sale of our securities means that information contained in this prospectus supplement, the accompanying prospectus and any free writing prospectus that we have authorized for use in this offering, is correct after their respective dates. Our business, financial condition, results of operations and prospects may have changed since that date. It is important for you to read and consider all information contained in this prospectus supplement and the accompanying prospectus, including the information incorporated by reference into this prospectus supplement, the accompanying prospectus and any free writing prospectus that we have authorized for use in connection with this offering in making your investment decision.

Before purchasing any securities, you should carefully read both this prospectus supplement and the accompanying prospectus, together with the additional information described under the headings, "Where You Can Find More Information" and "Incorporation of Information by Reference," on page S-28 of this prospectus supplement.

Unless the context otherwise requires, all references to "Purple Biotech," "we," "us," "our," the "Company" and similar designations refer to Purple Biotech Ltd. together with (i) its former wholly-owned subsidiary, Kitov Pharmaceuticals, (ii) its majority owned subsidiary, TyrNovo Ltd. ("TyrNovo),

1. its wholly owned subsidiary, FameWave Ltd. ("FameWave"), (iv) its wholly owned subsidiary, Immunorizon Ltd. ("Immunorizon"), and (v) its wholly owned subsidiary Purple Biotech GmbH, 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 Israeli Shekels, the lawful currency of the State of Israel, and the terms "dollar," "USD" or "$" refer to U.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 supplement into U.S. dollars using exchange rates in effect at the date of the transactions.

We further note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit to any document that is incorporated by reference herein were made solely for the benefit of the parties to such agreement, including, in some cases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation, warranty or covenant to you. Moreover, such representations, warranties or covenants were accurate only as of the date when made. Accordingly, such representations, warranties, and covenants should not be relied on as accurately representing the current state of our affairs.

This prospectus supplement and the accompanying prospectus do not constitute an offer to sell, or a solicitation of an offer to purchase, the securities offered by this prospectus supplement and the accompanying prospectus in any jurisdiction where it is unlawful to make such offer or solicitation.

We are offering to sell, and seeking offers to buy, securities only in jurisdictions where offers and sales are permitted. The distribution of this prospectus supplement and the accompanying prospectus and the offering of the securities in certain jurisdictions may be restricted by law. Persons outside the U.S. who come into possession of this prospectus supplement and the accompanying prospectus must inform themselves about, and observe any restrictions relating to, the offering of the securities and the distribution of this prospectus supplement and the accompanying prospectus outside the U.S. This prospectus supplement and the accompanying prospectus do not constitute, and may not be used in connection with, an offer to sell, or a solicitation of an offer to buy, any securities offered by this prospectus supplement and the accompanying prospectus by any person in any jurisdiction in which it is unlawful for such person to make such an offer or solicitation.

S-ii

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Edgar Agents LLC	PURPLE BIOTECH LTD.	10/19/2023 10:02 AM

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

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

Our ability to predict our operating results or the effects of various events on our operating results is inherently uncertain. Therefore, we caution you to consider carefully the matters described under the caption "Risk Factors" on page S-6 of this prospectus supplement and certain other matters discussed in this prospectus supplement, the accompanying prospectus, and the information incorporated by reference herein. Such factors and many other factors beyond our control could cause our actual results, performance or achievements to be materially different from any future results, performance or achievements that may be expressed or implied by the forward-looking statements.

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

• the initiation, timing, progress and results of our research, manufacturing, preclinical studies, clinical trials, and other therapeutic candidate development efforts, including the safety and efficacy of our drug candidates, as well as the extent and number of additional studies that we may be required to conduct;
• our ability to advance our therapeutic candidates into the next stages of clinical trials, or to successfully complete our planned and ongoing preclinical studies or clinical trials;
• our receipt of regulatory clarity and approvals for our therapeutic candidates and the timing of other regulatory filings and approvals;
• our ability to acquire or in-license additional therapeutic candidates, integrate acquired therapeutic candidates successfully into our business and to realize the anticipated benefits of acquisitions, such as our recent Immunorizon acquisition;
• a delay or rejection of an Investigational New Drug Application ("IND"), New Drug Application ("NDA") or Biologics License Application ("BLA") for one or more of our therapeutic candidates;

S-iii

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Edgar Agents LLC	PURPLE BIOTECH LTD.	10/19/2023 10:02 AM

• our ability to maintain compliance with Nasdaq listing standards;
• the regulatory environment and changes in the health policies and regimes in the countries in which we operate including the impact of any change in regulation and legislation that could affect the pharmaceutical industry, and the difficulty of predicting actions of the Food and Drug Administration ("FDA"), or any other applicable regulator of pharmaceutical products;
• the research, manufacturing, preclinical and clinical development, commercialization, and market acceptance of our therapeutic candidates;
• our ability to successfully acquire, develop or commercialize our drug candidates;
• our ability to establish collaborations for our therapeutic candidates;
• the interpretation of the properties and characteristics of our therapeutic candidates and of the results obtained with our therapeutic candidates in preclinical studies or clinical trials;
• the implementation of our business model, strategic plans for our business and therapeutic candidates;
• the scope of protection we are able to establish and maintain for intellectual property rights covering our therapeutic candidates and our ability to operate our business without infringing the intellectual property rights of others;
• estimates of our expenses, revenues, capital requirements and our needs for additional financing;
• the impact of competitive companies, technologies on our industry; and
• the impact of the security, political and public health situation in Israel, the U.S. and other countries in which we may operate or obtain approvals for our products or our business.

S-iv

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Edgar Agents LLC	PURPLE BIOTECH LTD.	10/19/2023 10:02 AM

PROSPECTUS SUPPLEMENT SUMMARY

This summary highlights selected information about us, this offering and information contained in greater detail elsewhere in this prospectus supplement, the accompanying prospectus, any free writing prospectus that we have authorized for use, and in the documents incorporated by reference. This summary is not complete and does not contain all of the information that you should consider before investing in the securities. You should carefully read and consider this entire prospectus supplement, the accompanying prospectus and the documents, including financial statements and related notes, and information incorporated by reference into this prospectus supplement, including the financial statements and "Risk Factors" starting on page S-6 of this prospectus supplement, before making an investment decision. If you invest in our securities, you are assuming a high degree of risk.

The Company

We are a clinical-stage company developing first-in-class, effective and durable therapies that harness the power of the tumor microenvironment to overcome tumor immune evasion and drug resistance.

We are focused on oncology and our pipeline includes: (i) CM24, a humanized monoclonal antibody that blocks the interactions of Carcinoembryonic Antigen Related Cell Adhesion Molecule 1 (CEACAM1), an immune checkpoint protein that supports tumor immune evasion and survival through multiple pathways, (ii) NT219, a small molecule that simultaneously targets and inhibits Insulin Receptor Substrate 1 and 2 (IRS1/2) and Signal Transducer and Activator of Transcription (STAT3), two signal transduction pathways involved in the development of cancer drug resistance mechanisms; and (iii) IM1240, a conditionally-activatedtri-specific antibody that engages both T cells and NK cells. The third arm of IM1240 specifically targets the Tumor Associated Antigen (TAA) 5T4. In developing these therapeutic candidates, we address not only the tumor itself but also the tumor microenvironment, which we believe may improve patient outcome.

• We are conducting a randomized, controlled, open label multicenter phase 2 study to investigate CM24 in combination with the anti-PD-1 checkpoint inhibitors nivolumab for the treatment of pancreatic ductal adenocarcinoma (PDAC) when administered in combination with standard of care chemotherapy compared to chemotherapy alone. We have entered into a clinical collaboration agreement with Bristol Myers Squibb to evaluate the combination of CM24 with the PD-1 inhibitor nivolumab and nab-paclitaxel in this study. We expect to release interim data in the second half of 2023 and a topline report on the overall study by the end of 2024;
• We are conducting a phase 1/2 dose escalation study of NT219 as a single agent in patients with solid tumors, and a dose escalation phase of NT219 in combination with cetuximab for the treatment of recurrent and/or metastatic squamous cell carcinoma of the head and neck cancer or colorectal adenocarcinoma. These studies will be followed by an expansion phase of NT219 at its recommended phase 2 dose level in combination with cetuximab in patients with recurrent and/or metastatic squamous cell carcinoma of the head and neck. We reported positive interim and preliminary results in which anti-tumor activity was noted in the highest dose cohort of NT219 in combination with cetuximab. We continue to explore higher dose optimization and are planning to enter into a phase 2 study in the first half of 2024; and
• We are conducting preclinical studies with IM1240 and expect to reach IND submission in approximately two years.

In addition, we are seeking the acquisition of additional oncology therapeutic candidates at various stages of development to expand and diversify our portfolio and to leverage our development capabilities.

S-1

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Edgar Agents LLC	PURPLE BIOTECH LTD.	10/19/2023 10:02 AM

Amendment of June 2020 Warrants and June 2018 Warrants

In connection with this offering, we agreed with the investor in this offering to amend (i) the June 2020 Warrants to purchase up to an aggregate of 555,556 ADSs at an exercise price of $9.00 per ADS, issued on June 23, 2020, and (ii) the June 2018 Warrants to purchase up to an aggregate of 76,000 ADSs at an exercise price of $28.00 per ADS issued on June 23, 2018, so that the amended warrants, in each case, will have a reduced exercise price of $1.25 per ADS and an extended exercise period until the five and one-half year anniversary of the closing date of this offering, subject to and effective upon closing of this offering (the "Warrant Amendment").

Corporate Information

We were incorporated under the laws of the State of Israel (under a previous name) on August 12, 1968. Our ordinary shares were originally listed for trading on the TASE in 1978 and the ADSs have been traded on Nasdaq since November 2015. Our ordinary shares are currently traded on the TASE under the symbol "PPBT", and the ADSs are currently traded on Nasdaq under the symbol "PPBT". The Company is headquartered at 4 Oppenheimer Street, Science Park, Rehovot 7670104, Israel and our telephone number is [phone]. Our website address is www.purple-biotech.com.

Information contained on, or that can be accessed through, our website does not constitute a part of this prospectus supplement and is not incorporated by reference herein. We have included our website address in this prospectus supplement solely for informational purposes. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers, such as us, that file electronically with the SEC at www.sec.gov.

S-2

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Edgar Agents LLC	PURPLE BIOTECH LTD.	10/19/2023 10:02 AM

	THE OFFERING
ADSs offered by us	2,430,000 ADSs representing 24,300,000 Ordinary Shares.
Pre-funded Warrants offered	We are offering Pre-funded Warrants to purchase up to 1,917,827 ADSs to a purchaser, whose purchase of ADSs in
by us	this offering would otherwise result in the purchaser, together with its affiliates and certain related parties, beneficially
	owning more than 4.99% (or, at the election of the purchaser, 9.99%) of our outstanding Ordinary Shares immediately
	following the consummation of this offering. Each Pre-funded Warrant is exercisable for one ADS. The purchase price
	of each Pre-funded Warrant is equal to the price at which each ADS is being sold in this offering, minus $0.001, and
	the exercise price of each Pre-funded Warrant is $0.001 per ADS. The Pre-funded Warrants are exercisable
	immediately and may be exercised at any time until all of the Pre-funded Warrants are exercised in full. This
	prospectus supplement also relates to the offering of 1,917,827 ADSs issuable upon exercise of the Pre-funded
	Warrants. We do not intend to apply for listing of the Pre-funded Warrants on the Nasdaq or any other securities
	exchange or nationally recognized trading system. See "Description of Securities."
Concurrent private placement	In a concurrent private placement, we are issuing to the purchaser of our ADSs in this offering the Warrants to
	purchase up to an additional 4,347,827 ADSs. The Warrants will be immediately exercisable when issued at an
	exercise price of $1.25 per ADS and will expire five and one-half years from the issuance date. The Warrants and the
	ADSs issuable upon exercise of the Warrants are not being offered pursuant to this prospectus supplement and
	accompanying prospectus and are being offered pursuant to the exemption provided in Section 4(a)(2) under the
	Securities Act and/or Rule 506(b) promulgated thereunder. See "Concurrent Private Placement of Warrants."
Ordinary Shares to be	271,117,096 Ordinary Shares, assuming exercise in full of the Pre-funded Warrants offered in this offering and the
outstanding after this	Anti-Dilution Share Issuance (as defined below).
offering(1)
The ADSs	Each ADS represents ten (10) Ordinary Shares. The ADSs will be delivered by The Bank of New York Mellon, as
	depositary (the "Depositary").
	The Depositary, as depositary, or its nominee, will be the holder of the Ordinary Shares underlying your ADSs and you
	will have rights as provided in the Deposit Agreement, dated as of November 20, 2015, among us, the Depositary and
	all owners and holders from time to time of ADSs issued thereunder (the "Deposit Agreement"), a form of which has
	been filed as Exhibit 1 to the Registration Statement on Form F-6 filed by the Depositary with the SEC on November
	6, 2015.
	Subject to the terms of the Deposit Agreement and in compliance with the relevant requirements set out in the
	prospectus, you may turn in your ADSs to the Depositary for cancellation and withdrawal of the Ordinary Shares
	underlying your ADSs. The Depositary will charge you fees for such cancellations pursuant to the Deposit Agreement.
	You should carefully read the "Description of American Depositary Shares" section of the accompanying prospectus
	and the Deposit Agreement to better understand the terms of the ADSs.
	S-3