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SEC Comment Letter for SciSparc Ltd. (SPRC) (CIK 0001611746) (SPRC) — Aug 26, 2019

SciSparc Ltd. (SPRC) (CIK 0001611746)
Date: Aug. 26, 2019 · CIK: 0001611746 · Accession: 0000000000-19-012863

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File numbers found in text: 333-233417

Date
August 26, 2019
Author
Sonia Bednarowski
Form
UPLOAD
Company
SciSparc Ltd. (SPRC) (CIK 0001611746)

Letter

August 26, 2019 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 August 22, 2019 File No. 333-233417 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 General 1.We note the arbitration provision in Section 22(c)(3) of your Articles of Association filed as Exhibit 4.1 to your registration statement. Please revise your prospectus to describe the arbitration provision and to clarify, if true, that the arbitration provision is not mandatory and does not apply to claims brought under the United States federal securities laws. 2.We note that you have filed the Form of Amended and Restated Depositary Agreement as Exhibit 4.2 to your registration statement. Please revise to file a copy of the executed Depositary Agreement. We remind you that the company and its management are responsible for the accuracy

FirstName LastNameAscher Shmulewitz Comapany NameTherapix Biosciences Ltd. August 26, 2019 Page 2 FirstName LastName Ascher Shmulewitz Therapix Biosciences Ltd. August 26, 2019 Page 2 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 Sonia Bednarowski at 202-551-3666 or Dietrich King at 202-551-8071 with any questions. Sincerely, Division of Corporation Finance Office of Healthcare & Insurance

Show Raw Text
August 26, 2019
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 August 22, 2019
File No. 333-233417
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
General
1.We note the arbitration provision in Section 22(c)(3) of your Articles of Association filed
as Exhibit 4.1 to your registration statement.  Please revise your prospectus to describe the
arbitration provision and to clarify, if true, that the arbitration provision is not mandatory
and does not apply to claims brought under the United States federal securities laws.
2.We note that you have filed the Form of Amended and Restated Depositary Agreement as
Exhibit 4.2 to your registration statement.  Please revise to file a copy of the
executed Depositary Agreement.
            We remind you that the company and its management are responsible for the accuracy

 FirstName LastNameAscher Shmulewitz
 Comapany NameTherapix Biosciences Ltd.
 August 26, 2019 Page 2
 FirstName LastName
Ascher Shmulewitz
Therapix Biosciences Ltd.
August 26, 2019
Page 2
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 Sonia Bednarowski at 202-551-3666 or Dietrich King at 202-551-8071
with any questions.
Sincerely,
Division of Corporation Finance
Office of Healthcare & Insurance