aibioPurple Biotech files $200,000,000 replacement shelf, ATM limited to $824,331
Tickers PPBT
The F-3 caps the Wainwright ATM at $824,331 because the public float is below $75.0 million. The filing puts the float at $4.9 million, and the ADS last traded at $3.78 on May 18, 2026.
Key facts
- Company
- Purple Biotech Ltd. (TASE: PPBT)
- News type
- Financings
- Primary source
- Purple Biotech Ltd. F-3 (2026-05-20)
A replacement shelf
Purple Biotech Ltd. filed a Form F-3 on May 20, 2026 to replace a shelf registration declared effective on May 22, 2023, which expires on May 22, 2026. The filing says unsold securities under the old shelf can be sold until the new one takes effect or 180 days after May 22, 2026, whichever is earlier. The base prospectus covers up to $200,000,000 of ordinary shares, which may be represented by ADSs, plus preferred shares, warrants, overallotment purchase rights, subscription rights, units and capital notes.
The at-the-market program and its cap
The sales agreement prospectus covers up to $824,331 of ADSs sold through H.C. Wainwright & Co., LLC as agent under an At the Market Offering Agreement dated September 19, 2025. That amount sits inside the $200,000,000. Wainwright earns a 3.0% commission on gross proceeds and would be deemed an underwriter.
The cap comes from General Instruction I.B.5 of Form F-3. While the public float is below $75.0 million, the company cannot sell more than one-third of its public float in a primary offering in any 12-month period. The filing puts the float at about $4.9 million on May 20, 2026. That figure uses 1,819,882,000 ordinary shares held by non-affiliates, which the filing says would be 909,941 ADSs, valued at $5.38 per ADS, the Nasdaq closing price on February 23, 2026. The last reported ADS price on Nasdaq was $3.78 on May 18, 2026. Over the 12 months to the filing date, the company says it sold or offered 335,571 ADSs for $807,496 under the same rule.
Falling prices in the older ATM
The filing gives three years of average prices under the separate Jefferies LLC sales agreement. In 2025 the company sold 439,836 ADSs at an average of $2.7 per ADS, raising $1.13 million gross, or about $1.09 million net of placement agent fees. In 2024 it sold 457,801 ADSs at an average of $9 per ADS, raising $2.97 million gross, or about $2.85 million net. In 2023 it sold 52,202 ADSs at an average of $32.6 per ADS, raising $1.56 million gross, or about $1.5 million net.
The ADS ratio has changed several times. The filing says each ADS now represents 2,000 ordinary shares, effective March 2, 2026, up from 200 before that date.
Other financings and warrants
On October 19, 2023 the company raised $5 million gross, or about $4.3 million net, in a registered direct offering of 12,150 ADSs at $230 per ADS, plus pre-funded warrants. H.C. Wainwright was the exclusive placement agent. On July 2, 2024 it raised $2 million gross by inducing the exercise of warrants over 28,168 ADSs. On December 5, 2024 it raised $2.83 million gross, about $2.5 million net, selling 47,267 ADSs at $60 per ADS.
The September 2025 offering is the largest. The filing says it sold 305,500 ADSs and pre-funded warrants for up to 294,500 ADSs at $10.00 per ADS, for gross proceeds of about $6.0 million and about $5.3 million net of placement agent fees. Buyers also received 24-month warrants for up to 1,200,000 ADSs at $10.00 each. Wainwright also received placement agent warrants for 42,000 ADSs at $12.50, expiring September 7, 2027.
The financial position
The F-3 capitalization table shows cash and cash equivalents and short-term deposits of $6,426 thousand at March 31, 2026, or $7,201 thousand as adjusted, against an accumulated deficit of $171,167 thousand. It gives no net loss or cash burn figure and refers readers to the 2025 annual report on Form 20-F, filed March 19, 2026, for the financial statements. The filing describes the company as having a history of operating losses, and says it expects significant additional losses and may never be profitable. It will need to raise more capital to develop its candidates.
Counsel and what comes next
FISCHER (FBC & Co.) of Tel Aviv passed on the validity of the ordinary shares, and Haynes and Boone LLP of New York advises on U.S. federal securities law. Until the new shelf takes effect, the company may keep selling under the old one. After that, the Wainwright program can sell only within the $824,331 cap while the float stays below $75.0 million.