F-1/A 1 ff12016a3_therapixbio.htm AMENDMENT NO. 3 TO FORM F-1

As filed with the Securities and Exchange Commission on December 13, 2016

 

Registration No. 333-214458

 

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

Amendment No. 3

to

Form F-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

 

THERAPIX BIOSCIENCES LTD.

(Exact name of registrant as specified in its charter)

 

State of Israel   2834   98-1281349
(State or other jurisdiction of
incorporation or organization)		   (Primary Standard Industrial
Classification Code Number)		   (I.R.S. Employer
Identification Number)

 

Dr. Elran Haber   Zysman, Aharoni, Gayer and
Chief Executive Officer   Sullivan & Worcester LLP
5 Azrieli Center (Square Tower)   1633 Broadway
Tel-Aviv 6702501, Israel   New York, NY 10019
Tel: +972-3-6167055   Tel: 212.660.5000
(Address, including zip code, and telephone number,   (Name, address, including zip code, and telephone
including area code, of registrant’s principal executive   number, including area code, of agent for service)
offices)  

 

Copies to:

 

Oded Har-Even, Esq.   Yuval Horn, Adv.   Gary Emmanuel, Esq.   Shachar Hadar, Adv.

Howard E. Berkenblit, Esq.

   Roy Ribon, Adv.   Joe Williams, Esq.   Gross, Kleinhendler, Hodak,
Shy S. Baranov, Esq.   Yasmin Zohar, Adv.  

McDermott Will & Emery LLP

   Halevy, Greenberg & Co.
Zysman, Aharoni, Gayer and   Horn & Co.   340 Madison Ave.   One Azrieli Center
Sullivan & Worcester LLP   Amot Investment Tower   New York, NY 10173   Tel Aviv 67021, Israel
1633 Broadway   2 Weizmann St.   Tel: 212.547.5400   Tel: +972-3-607-4444
New York, NY 10019   Tel-Aviv 6423902, Israel   Fax: 212.547.5444   Fax: +972-3-607-4470
Tel: 212.660. 5000    Tel: +972-3-637-8200        

 

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date hereof.

 

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box.  ☒

 

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   ☐

 

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   ☐

 

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

 

 

 

 
 

 

 

 

CALCULATION OF REGISTRATION FEE

 

Title of each class of securities to be registered   Proposed maximum
aggregate
offering
price(2)(3) 		    Amount of
registration fee 		 
Ordinary shares, par value NIS 0.1 per share, as represented by American Depositary Shares (1)   $ 12,650,000     $ 1,466.14 (4)
Warrants to purchase American Depositary Shares(5)     -       -  
Ordinary Shares underlying the American Depositary Shares issuable upon exercise of warrants     14,547,500       1,686.06  
Representative’s warrants to purchase American Depositary Shares(6)     -       -  
Ordinary shares underlying the American Depositary Shares issuable upon exercise of Representative’s warrants(7)   $ 2,036,650     $ 236.05  
Total Registration Fee (8)   $ 29,234,150     $ 3,388.00  

 

(1) The ordinary shares will be represented by American Depositary Shares, or ADS, which have been registered under a separate registration statement on Form F-6 and are issuable upon deposit of the ordinary shares registered hereby. Each ADS will represent 40 ordinary shares. 

 

(2) Pursuant to Rule 416 under the Securities Act of 1933, as amended, or the Securities Act, the ordinary shares registered hereby also include an indeterminate number of additional ordinary shares as may from time to time become issuable by reason of stock splits, stock dividends, recapitalizations or other similar transactions.

 

(3) Estimated solely for purposes of calculating the amount of the registration fee pursuant to Rule 457(o) under the Securities Act. Includes the offering price of shares that the Underwriters have the option to purchase to cover over-allotments, if any.

 

(4) Calculated pursuant to Rule 457(o) based on an estimate of the proposed maximum aggregate offering price.
   
(5) Because the ordinary shares of the Registrant underlying the warrants are being simultaneously registered hereby, and no additional consideration is allocated to the warrants, the fee is based on the estimated exercise price of the warrants, which is 115% of the public offering price, and no separate registration fee is required with respect to the warrants registered hereby.

 

(6) In accordance with Rule 457(g) under the Securities Act, because the ordinary shares of the Registrant underlying the warrants are registered hereby, no separate registration fee is required with respect to the warrants registered hereby.

 

(7) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(g) under the Securities Act. The warrants are exercisable at a per share exercise price equal to 115% of the public offering price. As estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(g) under the Securities Act, the proposed maximum aggregate offering price of the Representative’s warrants is equal to 115% of $1,771,000 (which is equal to 7% of $25,300,000).

 

(8) $2,975.15 previously paid.

 

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. 

 

 
 

 

 EXPLANATORY NOTE

 

This Amendment is filed solely to file Exhibits 1.1, 3.1, 4.1, 4.2, 4.3, 4.4, 4.5, 5.1, 5.2, 23.2 and 23.3, and to reflect such filings in the Index to Exhibits. No change is made to the preliminary prospectus constituting Part I of the Registration Statement or Items 6, 7, or 9 of Part II of the Registration Statement.

 

 

 

 

Item 8.    Exhibits and Financial Statement Schedules

 

Exhibits:

 

Exhibit 
Number 		  Exhibit Description
     
1.1   Form of Underwriting Agreement by and among Therapix Biosciences Ltd. and the underwriters named therein.
     
3.1   Articles of Association of Therapix Biosciences Ltd. (unofficial English translation from Hebrew original).
     
4.1   Form of Amended and Restated Depositary Agreement (filed as Exhibit 1 to the Post-Effective Amendment No. 1 to Form F-6 (File No. 333-197509) filed on December 7, 2016, and incorporated herein by reference).
     
4.2   Specimen American Depositary Receipt (included in Exhibit 4.1).
     
4.3   Form of Representative’s Warrant (included in Exhibit 1.1).
     
4.4   Form of Warrant Agent Agreement.
     
4.5   Form of Warrant Certificate (included in Exhibit 4.4).
     
5.1   Opinion of Horn & Co. - Law Offices.
     
5.2   Opinion of Zysman, Aharoni, Gayer and Sullivan & Worcester LLP.
     
10.1*^   License Agreement dated May 20, 2015, by and between the Company and Dekel Pharmaceuticals Ltd.
     
10.2*^   Research Funding and License Agreement dated January 31, 2016, by and between the Company and Ramot at Tel Aviv University Ltd.
     
10.3*^   Binding Term Sheet for Grant of License dated June 22, 2016, by and between the Company and Yissum Research Development Company of the Hebrew University of Jerusalem Ltd.
     
10.4*^   Term Sheet for License dated June 7, 2016 between the Company and Belvit Pharma LLC.
     
10.5*   Israeli Share Option Plan (2015).
     
10.6*   Israeli Share Option Plan (2005).
     
10.7*   Employment Agreement dated February 15, 2016, as amended on April 17, 2016, by and between the Company and Dr. Elran Haber.
     
10.8*   Consulting Agreement dated November 29, 2015, by and between the Company and Mr. Doron Ben-Ami.
     
10.9*   Financial Services Agreement dated November 2015, and addendum dated March 22, 2016, by and between the Company and Mr. Guy Goldin.
     
10.10*   Employment Agreement dated February 16, 2016, by and between the Company and Dr. Adi Zuloff-Shani.
     
10.11*   Consulting Agreement dated February 16, 2016, and addendum dated April 17, 2016, by and between the Company and Dr. Ascher Shmulewitz.
     
10.12*   Form of Indemnification Agreement.
     
10.13*   Form of Exculpation Agreement.
     
23.1*   Consent of Kost Forer Gabbay & Kasierer (a member of EY Global).
     
23.2   Consent of Horn & Co. Law Offices (included in Exhibit 5.1).
     
23.3     Consent of Zysman, Aharoni, Gayer and Sullivan & Worcester LLP (included in Exhibit 5.2).
     
24.1*   Power of Attorney (included on the signature page of the Registration Statement).

   

* Previously filed.

^ Portions of this exhibit have been omitted pursuant to a request for confidential treatment.

 

 

 

 

Financial Statement Schedules:

 

All financial statement schedules have been omitted because either they are not required, are not applicable or the information required therein is otherwise set forth in the Company’s financial statements and related notes thereto.

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this amendment to the registration statement on Form F-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in Tel-Aviv, Israel on December 13, 2016.

 

  THERAPIX BIOSCIENCES LTD.
     
  By: /s/ Elran Haber
    Dr. Elran Haber
    Chief Executive Officer

 

POWER OF ATTORNEY

 

Director Stephen M. Simes hereby constitutes and appoints each of Dr. Elran Haber and Dr. Ascher Shmulewitz with full power of substitution, each of them singly our true and lawful attorneys-in-fact and agents to take any actions to enable the Company to comply with the Securities Act, and any rules, regulations and requirements of the SEC, in connection with this registration statement on Form F-1, including the power and authority to sign for Mr. Simes in his names in the capacities indicated below any and all further amendments to this registration statement and any other registration statement filed pursuant to the provisions of Rule 462 under the Securities Act.

 

Pursuant to the requirements of the Securities Act of 1933, this amendment to the registration statement on Form F-1 has been signed by the following persons in the capacities and on the dates indicated.

 

Signature   Title   Date
         
/s/ Elran Haber    Chief Executive Officer (Principal Executive Officer)  

December 13, 2016

Dr. Elran Haber        
         
*    Chief Financial Officer (Principal Financial and Accounting Officer)   December 13, 2016
Guy Goldin        
         
*    Director, Chairman of the Board of Directors   December 13, 2016
Dr. Ascher Shmulewitz        
         
*   Director   December 13, 2016
Abraham (Avi) Meizler        
         
*     Director   December 13, 2016
Amit Berger        
         
*    Director   December 13, 2016
Dr. Yafit Stark        
         
*    Director   December 13, 2016
Micha Jesselson        
         
*    Director   December 13, 2016
Zohar Heiblum        
         
/s/ Stephen M. Simes   Director   December 13, 2016
Stephen M. Simes        

 

* By:  /s/ Elran Haber        
  Dr. Elran Haber        
  Attorney-in-fact        

 

 

 

 

SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

 

Pursuant to the Securities Act of 1933, as amended, the undersigned, Zysman, Aharoni, Gayer and Sullivan & Worcester LLP, the duly authorized representative in the United States of Therapix Biosciences Ltd., has signed this registration statement on December 13, 2016.

 

  /s/ ZYSMAN, AHARONI, GAYER AND SULLIVAN & WORCESTER LLP
  ZYSMAN, AHARONI, GAYER AND SULLIVAN & WORCESTER LLP