F-1MEF

As filed with the Securities and Exchange Commission on November 19, 2020

Registration No. 333-          

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

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	Not Applicable
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

16 Abba Hillel Silver Rd. Ramat Gan 5250608, Israel Tel: (+972) (3) 610-3100	Puglisi & Associates 850 Library Ave., Suite 204 Newark, DE 19711 Tel: (302) 738-6680
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)	(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Oded Har-Even, Esq. Howard E. Berkenblit, Esq. David Huberman, Esq. Sullivan & Worcester LLP 1633 Broadway New York, NY 10019 Tel: (212) 660-3000 Dr. Shachar Hadar, Adv. Meitar | Law Offices
16 Abba Hillel Silver Rd.
Ramat Gan 52506, Israel Tel: (+972) (3) 610-3100 Barry I. Grossman, Esq. Sarah E. Williams, Esq. Ellenoff Grossman & Schole LLP 1345 Avenue of the Americas New York, NY 10105 (212) 370-1300

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 of 1933, 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. ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Emerging growth company ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards † provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Proposed Maximum Aggregate Offering Price(1)(2)(3)		Amount of Registration Fee(4)
Units consisting of:	$	193,943.94	$	21.16
(i) Ordinary shares, par value NIS 2.00 per share, as represented by American Depositary Shares(5)
(ii) Warrants to purchase American Depositary Shares(5)
Ordinary shares underlying the American Depositary Shares issuable upon exercise of Warrants	$	387,887.88	$	42.32
Total	$	581,831.82	$	63.48

(1) The ordinary shares will be represented by American Depositary Shares, or ADSs, each of which represents 140 ordinary shares. A separate Registration Statement on Form F-6 (Registration No. 333-197059) has been filed for the registration of ADSs issuable upon deposit of the 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. Alternatively, the registered ordinary shares shall be proportionally reduced in the event the ordinary shares are combined by a reverse split into a lesser amount of securities.

(3) Estimated solely for purposes of calculating the amount of the registration fee pursuant to Rule 457(o) under the Securities Act.

(4) Calculated pursuant to Rule 457(o) based on an estimate of the proposed maximum aggregate offering price.

(5) No separate fee is required pursuant to Rule 457(i) of the Securities Act.

The Registration Statement shall become effective upon filing in accordance with Rule 462(b) promulgated under the Securities Act of 1933, as amended.

EXPLANATORY NOTE

This Registration Statement is being filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Securities Act”) and General Instruction V of Form F-1. The contents of the Registration Statement on Form F-1, as amended (File No. 333-248670), including the exhibits thereto, filed by Therapix Biosciences Ltd. with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act, which was declared effective by the Commission on November 18, 2020, are incorporated by reference into this Registration Statement. The required opinions and consents are listed on the Exhibit Index attached hereto and filed herewith.

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EXHIBIT INDEX

Exhibit Number	Description
5.1*	Opinion of Meitar | Law Offices, Israeli legal counsel to the Registrant.
5.2*	Opinion of Sullivan & Worcester LLP, U.S. counsel to the Registrant.
23.1*	Consent of Kost, Forer, Gabbay & Kasierer, a member of EY Global.
23.2*	Consent of Meitar | Law Offices, Israeli legal counsel to the Registrant (included in Exhibit 5.1).
23.3*	Consent of Sullivan & Worcester LLP (included in Exhibit 5.2).
24.1	Power of Attorney (included on the signature page of the Registration Statement on Form F-1 (File No. 333-248670), filed with the Commission on September 8, 2020 and incorporated herein by reference).

* Filed herewith.

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SIGNATURES

Pursuant to the requirements of the Securities Act, 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 registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Ramat Gan, State of Israel on November 19, 2020.

THERAPIX BIOSCIENCES LTD.
By:	/s/ Oz Adler
	Oz Adler
	Chief Executive Officer

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

Signature	Title	Date
/s/ Oz Adler	Chief Executive Officer	November 19, 2020
Oz Adler	(Principal Executive Officer) and Director
/s/ Oz Adler	Chief Financial Officer	November 19, 2020
Oz Adler	(Principal Financial and Accounting Officer)
/s/ *	Director	November 19, 2020
Itschak Shrem
/s/ *	Director	November 19, 2020
Lior Amit
/s/ *	Director	November 19, 2020
Lior Vider
/s/ *	Director	November 19, 2020
Moshe Revach
/s/ *	Director	November 19, 2020
Liat Sidi

*By:	/s/ Oz Adler
	Oz Adler
	Attorney-in-fact

SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

Pursuant to the Securities Act of 1933, as amended, the undersigned, Puglisi & Associates, the duly authorized representative in the United States of Therapix Biosciences Ltd., has signed this registration statement on November 19, 2020.

Puglisi & Associates
By:	/s/ Donald J. Puglisi
	Donald J. Puglisi
	Managing Director

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EX-5.1

Exhibit 5.1

November 19, 2020

Therapix Biosciences Ltd.

16 Abba Hillel Road,

Ramat Gan 5250608, Israel

Re: Therapix Biosciences Ltd.

Ladies and Gentlemen:

We have acted as Israeli counsel to Therapix Biosciences Ltd., a company organized under the laws of the State of Israel (the “Company”), in connection with the filing by the Company of a registration statement on Form F-1 (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), relating to an additional $581,831.82 of units (“Units”), with each Unit consisting of (i) one American Depositary Share (the “ADS”), representing one hundred and forty (140) ordinary shares of the Company, par value NIS 2.00 per share (the “Ordinary Shares”) and (ii) two warrants, with each warrant entitling the holder to purchase one ADS (the “Warrants”), each as further described in the Registration Statement. The ADSs underlying the Warrants are referred to herein as the “Warrant Shares”. The Registration Statement incorporates by reference the registration statement on Form F-1 (File No. 333-248670), which was declared effective on November 18, 2020 (the “Prior Registration Statement”) in connection with the offering by the Company (the “Offering”).

In connection herewith, we have examined the originals, or photocopies or copies, certified or otherwise identified to our satisfaction, of: (i) the form of the Prior Registration Statement and the Registration Statement to which this opinion is attached as an exhibit; (ii) the articles of association of the Company, as currently in effect (the “Articles”); (iii) resolutions of the board of directors (the “Board”) of the Company which have heretofore been approved and relate to the Offering and other actions to be taken in connection with the Offering; and (iv) such other corporate records, agreements, documents and other instruments, and such certificates or comparable documents of public officials and of officers of the Company as we have deemed relevant and necessary as a basis for the opinions hereafter set forth. We have also made inquiries of such officers as we have deemed relevant and necessary as a basis for the opinions hereafter set forth.

In such examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, confirmed as photostatic copies and the authenticity of the originals of such latter documents. We have also assumed the truth of all facts communicated to us by the Company and that all minutes of meetings of the Board and the shareholders of the Company that have been provided to us are true and accurate and have been properly prepared in accordance with the Articles and all applicable la.

On the basis of the foregoing, and in reliance thereon, we are of the opinion that (i) upon payment to the Company of the consideration in such amount and form as shall be determined by the Board, the Ordinary Shares underlying the ADSs, when issued and sold in the Offering as described in the Registration Statement, will be duly validly issued, fully paid and non-assessable and (ii) the Ordinary Shares underlying the Warrant Shares, when issued and sold by the Company and delivered by the Company against receipt of the exercise price therefor as shall be determined by the Board, in accordance with and in the manner described in the Registration Statement, will be validly issued, fully paid and non-assessable.

Members of our firm are admitted to the Bar in the State of Israel, and we do not express any opinion as to the laws of any other jurisdiction. This opinion is limited to the matters stated herein and no opinion is implied or may be inferred beyond the matters expressly stated.

We consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm appearing under the caption “Legal Matters” and “Enforceability of Civil Liabilities” in the prospectus forming part of the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act, the rules and regulations of the SEC promulgated thereunder or Item 509 of the SEC’s Regulation S-K promulgated under the Securities Act.

This opinion letter is rendered as of the date hereof and we disclaim any obligation to advise you of facts, circumstances, events or developments that may be brought to our attention after the date of the Registration Statement that may alter, affect or modify the opinions expressed herein.

Very truly yours,

/s/ Meitar | Law Offices

Meitar | Law Offices

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EX-5.2

Exhibit 5.2

 

November 19, 2020

Therapix Biosciences Ltd.

16 Abba Hillel Silver Rd.

Ramat Gan 5250608, Israel

Re: Registration Statement on Form F-1

Ladies and Gentlemen:

This opinion is furnished to you in connection with (1) a Registration Statement on Form F-1 (Registration No. 333-248670) (as amended to date, the “Registration Statement”) filed by Therapix Biosciences Ltd., an Israeli company (the “Company”), with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), for the registration and proposed offering (the “Offering”) of a proposed maximum aggregate offering price by the Company of up to $4,000,0000 of units (the “Units”), with each unit consisting of (i) American Depositary Shares (the “ADSs”), represented by ordinary shares (the “Ordinary Shares”), each ADS representing one hundred forty (140) Ordinary Shares, par value NIS 2.00 per share and (ii) warrants (the “Purchase Warrants”) to purchase ADSs and (2) a registration statement on Form F-1 (the “462(b) Registration Statement”) filed pursuant to Rule 462(b) under the Securities Act of a proposed maximum aggregate offering price by the Company of up to an additional $581,831.82 of additional Units. The Units are being registered by the Company, which has engaged Aegis Capital Corp. to act as the placement agent (the “Placement Agent”) in connection with the offering of the Company’s Units (the “Offering”).

We are acting as U.S. securities counsel for the Company in connection with the Registration Statement and the 462(b) Registration Statement. We have examined signed copies of the Registration Statement and 462(b) Registration Statement and have also examined and relied upon minutes of meetings of the Board of Directors of the Company as provided to us by the Company and such other documents as we have deemed necessary for purposes of rendering the opinion hereinafter set forth.

In our examination of the foregoing documents, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as copies, the authenticity of the originals of such latter documents and the legal competence of all signatories to such documents. Other than our examination of the documents indicated above, we have made no other examination in connection with this opinion. Because the agreements governing the Purchase Warrants contain a provision stating that they are to be governed by the laws of the State of New York, we are rendering this opinion as to New York law. We are admitted to practice in the State of New York, and we express no opinion as to any matters governed by any law other than the law of the State of New York. In particular, we do not purport to pass on any matter governed by the laws of Israel. With respect to the Ordinary Shares underlying the ADSs and the Ordinary Shares underlying the ADSs underlying each of the Purchase Warrants being duly and validly issued, fully paid and non-assessable, we have relied on the opinion of Meitar | Law Offices filed as an exhibit to the 462(b) Registration Statement as filed with the Commission.

Based upon and subject to the foregoing, we are of the opinion that, when the Registration Statement and 462(b) Registration Statement have become effective under the Securities Act, the Purchase Warrants, if and when issued and paid for in accordance with the terms of the Offering, will be valid and binding obligations of the Company enforceable against the Company in accordance with their terms.

 

The opinion set forth herein is rendered as of the date hereof, and we assume no obligation to update such opinion to reflect any facts or circumstances which may hereafter come to our attention or any changes in the law which may hereafter occur (which may have retroactive effect). In addition, the foregoing opinions are qualified to the extent that (a) enforceability may be limited by and be subject to general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law (including, without limitation, concepts of notice and materiality), and by bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ and debtors’ rights generally (including, without limitation, any state or federal law in respect of fraudulent transfers); and (b) no opinion is expressed herein as to compliance with or the effect of federal or state securities or blue sky laws.

This opinion is rendered to you in connection with the 462(b) Registration Statement. This opinion may not be relied upon for any other purpose, or furnished to, quoted or relied upon by any other person, firm or corporation for any purpose, without our prior written consent, except that (A) this opinion may be furnished or quoted to judicial or regulatory authorities having jurisdiction over you, and (B) this opinion may be relied upon by holders of the Purchase Warrants currently entitled to rely on it pursuant to applicable provisions of federal securities law. 

We hereby consent to the filing of this opinion as Exhibit 5.2 to the 462(b) Registration Statement and to the reference to this firm under the caption “Legal Matters” in the 462(b) Registration Statement. In giving such consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.

Very truly yours,

/s/ Sullivan & Worcester LLP

Sullivan & Worcester LLP

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statement of Therapix Biosciences Ltd. (the “Company”) on Form F-1 filed pursuant to Rule 462(b) of the Securities Act of 1933 of the reference to our firm under the caption “Experts” and to the incorporation by reference therein of our report dated June 15, 2020, with respect to the consolidated financial statements of the Company for the year ended December 31, 2019, included in its Annual Report on Form 20-F for the year ended December 31, 2019, filed with the Securities and Exchange Commission.

Tel Aviv, Israel	/s/ Kost Forer Gabbay & Kasierer
November 19, 2020	A Member of Ernst & Young Global