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SEC Comment Letter for SciSparc Ltd. (SPRC) (CIK 0001611746) (SPRC) — Jul 2, 2018

SciSparc Ltd. (SPRC) (CIK 0001611746)
Date: July 2, 2018 · CIK: 0001611746 · Accession: 0000000000-18-020359

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File numbers found in text: 333-225745

Date
June 30, 2018
Author
Irene Paik
Form
UPLOAD
Company
SciSparc Ltd. (SPRC) (CIK 0001611746)

Letter

June 30, 2018 Ascher Shmulewitz Chief Executive Officer Therapix Biosciences Ltd. 4 Ariel Sharon Street HaShahar Tower, 16th Floor Givatayim 5320047, Israel Re:Therapix Biosciences Ltd. Registration Statement on Form F-3 Filed June 20, 2018 File No. 333-225745 Dear Dr. Shmulewitz: We have limited our review of your registration statement to those issues we have addressed in our comments. 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 comments apply 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 these comments, we may have additional comments. Registration Statement on Form F-3 filed June 20, 2018 Description of American Depositary Shares Description of Ordinary Shares, page 15 1.We note the arbitration provision in Section 22(c)(3) of your Articles of Association. Please tell us whether this provision is intended to apply to claims brought under the United States federal securities laws and whether it impacts the rights of ADS holders. In addition, please include disclosure about the provision and its impact in your Description of American Depositary Shares and Description of Ordinary Shares, as appropriate.

FirstName LastNameAscher Shmulewitz Comapany NameTherapix Biosciences Ltd. June 30, 2018 Page 2 FirstName LastName Ascher Shmulewitz Therapix Biosciences Ltd. June 30, 2018 Page 2

We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. Please contact Irene Paik at 202-551-6553 or Erin Jaskot at 202-551-3442 with any other questions. Division of Corporation Finance Office of Healthcare & Insurance

Show Raw Text
June 30, 2018
Ascher Shmulewitz
Chief Executive Officer
Therapix Biosciences Ltd.
4 Ariel Sharon Street
HaShahar Tower, 16th Floor
Givatayim 5320047, Israel
Re:Therapix Biosciences Ltd.
Registration Statement on Form F-3
Filed June 20, 2018
File No. 333-225745
Dear Dr. Shmulewitz:
            We have limited our review of your registration statement to those issues we have
addressed in our comments.  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 comments apply 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 these comments, we may have additional comments.
Registration Statement on Form F-3 filed June 20, 2018
Description of American Depositary Shares
Description of Ordinary Shares, page 15
1.We note the arbitration provision in Section 22(c)(3) of your Articles of
Association.  Please tell us whether this provision is intended to apply to claims brought
under the United States federal securities laws and whether it impacts the rights of ADS
holders.  In addition, please include disclosure about the provision and its impact in your
Description of American Depositary Shares and Description of Ordinary Shares, as
appropriate.

 FirstName LastNameAscher  Shmulewitz
 Comapany NameTherapix Biosciences Ltd.
 June 30, 2018 Page 2
 FirstName LastName
Ascher  Shmulewitz
Therapix Biosciences Ltd.
June 30, 2018
Page 2

            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
             Please contact Irene Paik at 202-551-6553 or Erin Jaskot at 202-551-3442 with any other
questions.
Division of Corporation Finance
Office of Healthcare & Insurance