SEC Company Response from SciSparc Ltd. (SPRC) (CIK 0001611746) (SPRC) — Jul 10, 2018
SciSparc Ltd. (SPRC) (CIK 0001611746)
Date: July 10, 2018 · CIK: 0001611746 · Accession: 0001213900-18-008989
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-225745
Letter
Chrysler Center
666 Third Avenue
New York, NY 10017
212-935-3000
212-983-3115 fax
www.mintz.com
July 10, 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
Response dated July 3, 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 July 9, 2018 with respect to the above-referenced Registration Statement on Form F-3.
Registration Statement on Form F-3 Response filed July 3, 2018
Description of Securities, page 8
1. We note your response to our comment that 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." Please clarify in your analysis whether the provision can result in the board of directors referring a shareholder action under the United States securities laws to arbitration and the procedural protections and substantive remedies that ADS holders and/or ordinary shareholders may have in such event.
Response: The Company has confirmed that the arbitration provision in Section 22(c)(3) of the Company’s Articles of Association does not give the Company’s Board of Directors any unilateral right to refer a shareholder action under the United States securities laws to arbitration. The provision merely gives the authority to the Company’s Board of Directors (instead of its executive officers or shareholders at a general meeting, for example) to refer such action to arbitration only in the event that the plaintiff shareholder(s) agreed to submit such action to arbitration.
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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Chrysler Center
666 Third Avenue
New York, NY 10017
212-935-3000
212-983-3115 fax
www.mintz.com
July 10, 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
Response
dated July 3, 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 July 9, 2018 with respect to the above-referenced Registration Statement
on Form F-3.
Registration Statement on Form F-3 Response filed July 3, 2018
Description of Securities, page 8
1. We note your response to our comment that 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." Please clarify in your analysis whether
the provision can result in the board of directors referring a shareholder action under the United States securities laws to arbitration
and the procedural protections and substantive remedies that ADS holders and/or ordinary shareholders may have in such event.
Response:
The Company has confirmed that the arbitration provision in Section 22(c)(3) of the Company’s Articles of Association does
not give the Company’s Board of Directors any unilateral right to refer a shareholder action under the United States securities
laws to arbitration. The provision merely gives the authority to the Company’s Board
of Directors (instead of its executive officers or shareholders at a general meeting, for example) to refer such action to arbitration
only in the event that the plaintiff shareholder(s) agreed to submit such action to arbitration.
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
Mintz, Levin, Cohn, Ferris, Glovsky
and Popeo, P.C.
Boston
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