SEC Company Response from SciSparc Ltd. (SPRC) (CIK 0001611746) (SPRC) — Aug 29, 2019
SciSparc Ltd. (SPRC) (CIK 0001611746)
Date: Aug. 29, 2019 · CIK: 0001611746 · Accession: 0001213900-19-016954
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-233417
Letter
Via EDGAR Securities and Exchange Commission Division of Corporation Finance Attention: Sonia Bednarowski Division of Corporation Finance Office of Healthcare & Insurance Re: Therapix Biosciences Ltd. Registration Statement on Form F-3 Filed August 22, 2019 File No. 333-233417
Dear Mr. Buchmiller:
The purpose of this letter is to respond to the comments of the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission as set forth in your letter of August 26, regarding the above mentioned registration statement on Form F-3. For your convenience, your original comments appear in bold, followed by our response. We are concurrently filing Amendment No. 1 to Form F-3 (“Amendment No. 1”). Page references in our response are to Amendment No. 1.
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.
Response: We have revised our disclosure on page 6 to describe the arbitration provision in our articles of association and clarify that such arbitration provision is not mandatory and it does not prevent ADS holders or ordinary shareholders from pursuing claims 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.
Response: We have filed a copy of the executed Depositary Agreement as Exhibit 4.2 to Amendment No. 1 to Form F-3.
* * *
Sonia Bednarowski, General Attorney
Office of Healthcare & Insurance
Securities and Exchange Commission
August 29, 2019
Page 2
If you have any questions or require additional information, please call our attorneys, David Huberman at (+972) 54-596-5967, Howard Berkenblit at (617) 338-2979 or Oded Har-Even at (212) 660-5002, of Zysman, Aharoni, Gayer and Sullivan LLP.
Sincerely,
THERAPIX BIOSCIENCES LTD.
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CORRESP
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filename1.htm
Therapix Biosciences Ltd.
4 Ariel Sharon Street
HaShahar Tower, 16th Floor
Givatayim 5320047, Israel
August 29, 2019
Via EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Washington, DC 20549
Attention: Sonia
Bednarowski
Division
of Corporation Finance
Office
of Healthcare & Insurance
Re:
Therapix Biosciences Ltd.
Registration Statement on Form F-3
Filed August 22, 2019
File No. 333-233417
Dear Mr. Buchmiller:
The purpose of this letter is to respond to the comments of
the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission as set
forth in your letter of August 26, regarding the above mentioned registration statement on Form F-3. For your convenience, your
original comments appear in bold, followed by our response. We are concurrently filing Amendment No. 1 to Form F-3 (“Amendment
No. 1”). Page references in our response are to Amendment No. 1.
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.
Response: We have revised our disclosure on page 6
to describe the arbitration provision in our articles of association and clarify that such arbitration provision is not
mandatory and it does not prevent ADS holders or ordinary shareholders from pursuing claims 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.
Response: We have filed a copy of the executed Depositary
Agreement as Exhibit 4.2 to Amendment No. 1 to Form F-3.
* * *
Sonia Bednarowski, General Attorney
Office of Healthcare & Insurance
Securities and Exchange Commission
August 29, 2019
Page 2
If you have any questions or require additional information,
please call our attorneys, David Huberman at (+972) 54-596-5967, Howard Berkenblit at (617) 338-2979 or Oded Har-Even at (212)
660-5002, of Zysman, Aharoni, Gayer and Sullivan LLP.
Sincerely,
THERAPIX BIOSCIENCES LTD.
By:
/s/
Ascher Shmulewitz
Chief Executive Officer
cc:
Dietrich
King