0001213900-20-014454.txt : 20200609 0001213900-20-014454.hdr.sgml : 20200609 20200609080333 ACCESSION NUMBER: 0001213900-20-014454 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20200609 DATE AS OF CHANGE: 20200609 GROUP MEMBERS: KFIR SILBERMAN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Therapix Biosciences Ltd. CENTRAL INDEX KEY: 0001611746 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: L3 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-89951 FILM NUMBER: 20950910 BUSINESS ADDRESS: STREET 1: 4 ARIEL SHARON STREET STREET 2: HASHAHAR TOWER, 16TH FLOOR CITY: GIV?ATAYIM STATE: L3 ZIP: 5320047 BUSINESS PHONE: 972-3-6167055 MAIL ADDRESS: STREET 1: 4 ARIEL SHARON STREET STREET 2: HASHAHAR TOWER, 16TH FLOOR CITY: GIV?ATAYIM STATE: L3 ZIP: 5320047 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: L.I.A. Pure Capital Ltd CENTRAL INDEX KEY: 0001749628 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 20 RAOUL WALENBERG ST CITY: TEL AVIV STATE: L3 ZIP: 6971916 BUSINESS PHONE: 972-3-7175777 MAIL ADDRESS: STREET 1: 20 RAOUL WALENBERG ST CITY: TEL AVIV STATE: L3 ZIP: 6971916 SC 13D/A 1 ea122838-13da1pure_therapix.htm AMENDMENT NO. 1 TO SCHEDULE 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)*

Therapix Biosciences Ltd.

(Name of Issuer)

American Depositary Shares (one of which represents 40 Ordinary Shares¹, NIS 0.1 par value)

(Title of Class of Securities)

88339A 203²

(CUSIP Number)

June 4, 2020

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), (f) or (g), check the following box: ☐

Note: Schedules filed in paper format should include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

¹One American Depositary Share represents 40 Ordinary Shares, NIS 0.1 par value.

²This CUSIP number applies to the Issuer’s American Depositary Shares.

CUSIP No. 88339A 203

1	NAME OR REPORTING PERSON L.I.A. Pure Capital Ltd. (1)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION: Israel
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 874,083
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 874,083
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 874,083
12	CHECK IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 15.28% (2)
14	TYPE OF REPORTING PERSON CO

(1)

Kfir Silberman is the officer, sole director, chairman of the board of directors and control shareholder of L.I.A. Pure Capital Ltd. (“Pure Capital”).

(2)

Based on a total of 228,788,014 ordinary shares, par value NIS 0.10, of Therapix Biosciences Ltd. (the “Issuer” and the “Ordinary Shares”, respectively) outstanding as of March 31, 2020 (based on the Registrant’s Amendment No. 4 to its registration statement on Form F-1).

CUSIP No. 88339A 203

1	NAME OR REPORTING PERSON Kfir Silberman (1)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION: Israel
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 874,083
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 874,083
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 874,083
12	CHECK IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 15.28% (2)
14	TYPE OF REPORTING PERSON IN

(1)

Kfir Silberman is the officer, sole director, chairman of the board of directors and control shareholder of Pure Capital.

(2)

Based on a total of 228,788,014 Ordinary Shares outstanding as of March 31, 2020 (based on the Registrant’s Amendment No. 4 to its registration statement on Form F-1).

The undersigned, Pure Capital and Kfir Silberman (collectively, the “Reporting Persons”), hereby file this Amendment No. 1 to Schedule 13D (the “Schedule 13D” or “Schedule”), previously filed on June 2, 2020, with respect to the American Depositary Shares, representing 40 ordinary shares, NIS 0.1 par value (“ADS”), of the Issuer. Capitalized terms used herein and not otherwise defined herein shall have the respective meanings assigned to such terms in Schedule 13D.

Item 5.	Interests in Securities of the Issuer.

	(a)-(b) The information included herein is based on a total of 228,788,014 Ordinary Shares outstanding as of March 31, 2020 (based on the Registrant’s Amendment No. 4 to its registration statement on Form F-1).

	Pure Capital has the sole dispositive and voting power over 874,083 ADSs, representing approximately 15.28% of the outstanding share capital of the Registrant.

	Kfir Silberman does not directly own any ADSs. Mr. Silberman, as the owner and controlling shareholder of Pure Capital, may be deemed a beneficial owner of any Ordinary Shares beneficially owned by Pure Capital.

	(c) Schedule A annexed hereto lists all transactions in securities of the Registrant by the Reporting Persons during the past 60 days. All of such transactions were effected in the open market.

	(d) Except as set forth in Item 4 above, no other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the ADSs beneficially owned by the Reporting Persons.

	(e) N/A.

Item 6.	Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

	N/A.

Item 7.	Material to be Filed as Exhibits

Exhibit 1*

Joint Filing Agreement by and among L.I.A. Pure Capital Ltd. and Kfir Silberman, dated June 2, 2020

Previously filed

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

	KFIR SILBERMAN

	/s/ Kfir Silberman
	Kfir Silberman

	L.I.A. PURE CAPITAL LTD.

	/s/ Kfir Silberman
	Kfir Silberman

Dated: June 9, 2020

SCHEDULE A

Transactions in Securities of the Registrant Since the Filing of the Schedule 13D

Therapix Biosciences Ltd.

Nature of the Transaction	Securities Purchased/(Sold)		Price Per Security (US$)		Date of Purchase / Sale
Purchase of American Depositary Shares⁽¹⁾		17,083		0.51	06/04/2020
Purchase of American Depositary Shares⁽¹⁾		10,000		0.50	06/04/2020
Purchase of American Depositary Shares⁽¹⁾		5,000		0.57	06/05/2020
Purchase of American Depositary Shares⁽¹⁾		3,000		0.55	06/05/2020
Purchase of American Depositary Shares⁽¹⁾		10,000		0.62	06/07/2020
Purchase of American Depositary Shares⁽¹⁾		2,242		0.63	06/07/2020
Purchase of American Depositary Shares⁽¹⁾		10,000		0.64	06/07/2020
Purchase of American Depositary Shares⁽¹⁾		5,000		0.65	06/07/2020
Purchase of American Depositary Shares⁽¹⁾		1,600		0.66	06/07/2020
Purchase of American Depositary Shares⁽¹⁾		100		0.66	06/07/2020
Purchase of American Depositary Shares⁽¹⁾		100		0.66	06/07/2020
Purchase of American Depositary Shares⁽¹⁾		300		0.66	06/07/2020
Purchase of American Depositary Shares⁽¹⁾		900		0.66	06/07/2020
Purchase of American Depositary Shares⁽¹⁾		5,000		0.64	06/07/2020
Purchase of American Depositary Shares⁽¹⁾		1		0.64	06/07/2020
Purchase of American Depositary Shares⁽¹⁾		2,699		0.64	06/07/2020
Purchase of American Depositary Shares⁽¹⁾		1		0.64	06/07/2020
Purchase of American Depositary Shares⁽¹⁾		7,298		0.65	06/07/2020
Purchase of American Depositary Shares⁽¹⁾		1		0.64	06/07/2020
Purchase of American Depositary Shares⁽¹⁾		400		0.64	06/07/2020
Purchase of American Depositary Shares⁽¹⁾		3,600		0.64	06/07/2020
Purchase of American Depositary Shares⁽¹⁾		25,000		0.65	06/07/2020
Purchase of American Depositary Shares⁽¹⁾		4,401		0.65	06/07/2020
Purchase of American Depositary Shares⁽¹⁾		599		0.66	06/07/2020
Purchase of American Depositary Shares⁽¹⁾		4,000		0.66	06/07/2020
Purchase of American Depositary Shares⁽¹⁾		1,500		0.66	06/07/2020
Purchase of American Depositary Shares⁽¹⁾		1,300		0.66	06/07/2020
Purchase of American Depositary Shares⁽¹⁾		17,030		0.66	06/07/2020
Purchase of American Depositary Shares⁽¹⁾		2,100		0.66	06/07/2020
Purchase of American Depositary Shares⁽¹⁾		299		0.67	06/07/2020
Purchase of American Depositary Shares⁽¹⁾		2,873		0.67	06/07/2020
Purchase of American Depositary Shares⁽¹⁾		600		0.67	06/07/2020
Purchase of American Depositary Shares⁽¹⁾		1,800		0.67	06/07/2020
Purchase of American Depositary Shares⁽¹⁾		1,200		0.68	06/07/2020
Purchase of American Depositary Shares⁽¹⁾		7,298		0.68	06/07/2020

⁽¹⁾One American Depository Share represents 40 Ordinary Shares of the Company, par value NIS 0.01 per share