SEC Comment Letter for SciSparc Ltd. (SPRC) (CIK 0001611746) (SPRC) — Mar 13, 2017
SciSparc Ltd. (SPRC) (CIK 0001611746)
Date: March 13, 2017 · CIK: 0001611746 · Accession: 0000000000-17-008219
AI Filing Summary & Sentiment
Reasoning
Letter
Mail Stop 4546 March 13, 2017 Dr. Elran Haber Chief Executive Officer Therapix Biosciences Ltd. 5 Azrieli Center (Square Tower) Tel-Aviv 6702501, Israel
Re: Therapix Biosciences Ltd. Amendment No. 6 to Registration Statement on Form F -1 Filed March 3, 2017 File No. 333 -214458
Dear Dr. Haber :
We have reviewed your amended registration statement and have the following comment . In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.
Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your registration statement and the information you provide in response to the comment, we may have additional comments.
Prospectus Summa ry Our Strategy, page 2
1. We note your disclosure on page 60 that your term sheet with Yissum regarding the license covering nasal delivery of cannabinoids has expired, and that you are currently still in negotiations regarding a license agreement. Please clarify whether your strategy of advancing an ultra -low dose cannabinoid therapy for the treatment of MCI utilizing nasal administration of dronabinol is dependent on Yissum’s patent portfolio.
Risks Associated with Our Business, page 2
2. Please expand you r fourth bullet to disclose that the Department of Administrative Enforcement of the ISA has petitioned for a decision to prevent your Chairman from serving as an officer or director of a public company.
Dr. Elran Haber Therapix Biosciences Ltd. March 13, 2017 Page 2
Use of Proceeds, page 40
3. We note your disclosure o n page 53 that you recently announced your intention to initiate an additional program in the area of antibiotic therapies. Please clarify whether any of the proceeds from this offering will be used for the development of this additional program.
You may contact Keira Nakada at 202 -551-3659 or Mark Brunhofer at 202 -551-3638 if you have questions regarding comments on the financial statements and related matters. Please contact Dorrie Yale at 202 -551-8776 or me at 202 -551-3675 with any other questi ons.
Sincerely,
/s/ Mary Beth Breslin for
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Mail Stop 4546 March 13, 2017 Dr. Elran Haber Chief Executive Officer Therapix Biosciences Ltd. 5 Azrieli Center (Square Tower) Tel-Aviv 6702501, Israel Re: Therapix Biosciences Ltd. Amendment No. 6 to Registration Statement on Form F -1 Filed March 3, 2017 File No. 333 -214458 Dear Dr. Haber : We have reviewed your amended registration statement and have the following comment . In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to the comment, we may have additional comments. Prospectus Summa ry Our Strategy, page 2 1. We note your disclosure on page 60 that your term sheet with Yissum regarding the license covering nasal delivery of cannabinoids has expired, and that you are currently still in negotiations regarding a license agreement. Please clarify whether your strategy of advancing an ultra -low dose cannabinoid therapy for the treatment of MCI utilizing nasal administration of dronabinol is dependent on Yissum’s patent portfolio. Risks Associated with Our Business, page 2 2. Please expand you r fourth bullet to disclose that the Department of Administrative Enforcement of the ISA has petitioned for a decision to prevent your Chairman from serving as an officer or director of a public company. Dr. Elran Haber Therapix Biosciences Ltd. March 13, 2017 Page 2 Use of Proceeds, page 40 3. We note your disclosure o n page 53 that you recently announced your intention to initiate an additional program in the area of antibiotic therapies. Please clarify whether any of the proceeds from this offering will be used for the development of this additional program. You may contact Keira Nakada at 202 -551-3659 or Mark Brunhofer at 202 -551-3638 if you have questions regarding comments on the financial statements and related matters. Please contact Dorrie Yale at 202 -551-8776 or me at 202 -551-3675 with any other questi ons. Sincerely, /s/ Mary Beth Breslin for Suzanne Hayes Assistant Director Office of Healthcare and Insurance cc: Oded Har -Even — Sullivan & Worcester LLP