SEC Company Response from SciSparc Ltd. (SPRC) (CIK 0001611746) (SPRC) — Jul 3, 2018
SciSparc Ltd. (SPRC) (CIK 0001611746)
Date: July 3, 2018 · CIK: 0001611746 · Accession: 0001213900-18-008663
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-225745
Letter
Chrysler Center
Third Avenue
New York, NY 10017
212-935-3000
212-983-3115 fax
www.mintz.com
July 3, 2018
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Irene Paik
Erin Jaskot
Re: Therapix Biosciences Ltd.
Registration Statement on Form F-3
Filed June 20, 2018
File No. 333-225745
Ladies and Gentlemen:
On behalf of Therapix Biosciences Ltd. (the “Company”), we are hereby filing with the Securities and Exchange Commission (the “Commission”) this letter in response to the comment of the Staff of the Commission’s Division of Corporation Finance (the “Staff”) given by letter (the “Comment Letter”) dated June 30, 2018 with respect to the above-referenced Registration Statement on Form F-3.
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.
Response: The Company has advised that the arbitration provision in Section 22(c)(3) of the Company’s Articles of Association (the “arbitration provision”) is a corporate governance provision that is solely intended to identify the authorized organ of the Company that can refer a matter to arbitration and does not create any obligation or commitment or cause any liability to any third party. Such provision identifies the Board of Directors of the Company (instead of, for example, the Chief Executive Officer or at a general meeting of the Company’s shareholders) as the organ of the Company that can refer any claim or demand of the Company or against the Company to arbitration and does not mandate or otherwise require arbitration in connection with any claim. Accordingly, the arbitration provision does not alter, restrict, limit or effect, prima facie, the rights of an ADS holder or ordinary shareholder of the Company in any way. Because the arbitration provision does not impact the rights of ADS holders or ordinary shareholders in any way, we believe that additional disclosure in the Registration Statement is not appropriate.
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
Boston | Washington | New York | Stamford | Los Angeles | Palo Alto | San Diego | London
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
Page 2
We hope that the above response is acceptable to the Staff. Please do not hesitate to call the undersigned at (212) 692-6732 with any comments or questions regarding this response letter. We thank you for your time and attention.
Very truly yours,
/s/ Jeffrey P. Schultz
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filename1.htm
Chrysler
Center
666
Third Avenue
New
York, NY 10017
212-935-3000
212-983-3115
fax
www.mintz.com
July 3, 2018
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Irene Paik
Erin Jaskot
Re: Therapix Biosciences Ltd.
Registration Statement on Form F-3
Filed June 20, 2018
File No. 333-225745
Ladies and Gentlemen:
On behalf of Therapix Biosciences Ltd.
(the “Company”), we are hereby filing with the Securities and Exchange Commission (the “Commission”) this
letter in response to the comment of the Staff of the Commission’s Division of Corporation Finance (the “Staff”)
given by letter (the “Comment Letter”) dated June 30, 2018 with respect to the above-referenced Registration Statement
on Form F-3.
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.
Response: The Company has advised that the arbitration
provision in Section 22(c)(3) of the Company’s Articles of Association (the “arbitration provision”) is a corporate
governance provision that is solely intended to identify the authorized organ of the Company that can refer a matter to arbitration
and does not create any obligation or commitment or cause any liability to any third party. Such provision identifies the Board
of Directors of the Company (instead of, for example, the Chief Executive Officer or at a general meeting of the Company’s
shareholders) as the organ of the Company that can refer any claim or demand of the Company or against the Company to arbitration
and does not mandate or otherwise require arbitration in connection with any claim. Accordingly, the arbitration provision does
not alter, restrict, limit or effect, prima facie, the rights of an ADS holder or ordinary shareholder of the Company in any way.
Because the arbitration provision does not impact the rights of ADS holders or ordinary shareholders in any way, we believe that
additional disclosure in the Registration Statement is not appropriate.
Mintz, Levin, Cohn, Ferris, Glovsky and
Popeo, P.C.
Boston
| Washington | New York | Stamford | Los Angeles | Palo Alto | San Diego | London
Mintz,
Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
Page 2
We hope that the above response is acceptable
to the Staff. Please do not hesitate to call the undersigned at (212) 692-6732 with any comments or questions regarding this response
letter. We thank you for your time and attention.
Very truly yours,
/s/ Jeffrey P. Schultz
Jeffrey P. Schultz