UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
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)
May 31, 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.
1 One American Depositary Share represents 40 Ordinary Shares, NIS 0.1 par value.
2 This 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 | |
| 8 | SHARED VOTING POWER | ||
| 9 | SOLE DISPOSITIVE POWER | ||
| 10 | SHARED DISPOSITIVE POWER
0 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
719,758 | ||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES
☐ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
| ||
| 14 | TYPE OF REPORTING PERSON
| ||
| (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). |
2
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
719,758 | |
| 8 | SHARED VOTING POWER
0 | ||
| 9 | SOLE DISPOSITIVE POWER
719,758 | ||
| 10 | SHARED DISPOSITIVE POWER
0 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
719,758 | ||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES
☐ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.58% (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). |
3
| Item 1(a). | Name of Issuer: |
| THERAPIX BIOSCIENCES LTD. (the “Issuer”) | |
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
| 4 Ariel Sharon Street, HaShahar Tower, 16th Floor, Givatayim 5320047, Israel | |
| Item 2. | Identity and Background |
(a)-(c) Pure Capital is an Israeli holding company incorporated in 2010. The address of its principal office and principal place of business is 20 Raoul Wallenberg Street, Tel Aviv, Israel 6971916, c/o Kfir Silberman. As of the date of this Schedule, Kfir Silberman, an Israeli citizen, is the officer, sole director and serves as the chairman of the board of directors of Pure Capital.
Kfir Silberman is the control shareholder of Pure Capital. As of the date of this Schedule, Mr. Silberman owns 100% of the shares of Pure Capital. The address of his principal office and principal place of business is 20 Raoul Wallenberg Street, Tel Aviv, Israel 6971916. | |
(d)-(e) During the last five years, neither Pure Capital or Kfir Silberman (collectively, the “Reporting Persons”) (i) has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws. | |
(f) Kfir Silberman is an Israeli citizen.
The Reporting Persons have entered into a Joint Filing Agreement, dated as of June 2, 2020, a copy of which is attached hereto as Exhibit 3. | |
| Item 3. | Source and Amount of Funds or Other Consideration |
| The ADSs reported herein as beneficially owned by Pure Capital were acquired with the working capital of Pure Capital as applicable (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). | |
| Item 4. | Purpose of Transaction. |
| The Reporting Persons acquired the ADSs because they believe that the ADSs are undervalued and represent an attractive investment opportunity. In addition, the Reporting Persons intends to seek positions of the Registrant’s board of directors and may seek to gain a control interest in the Registrant. The Reporting Persons intends to have discussions with the Registrant’s board of directors and management regarding topics including: (1) initiating capital raises under more favorable terms than previous capital raises, (2) addressing the Registrant’s chronic underperformance for shareholders, (3) changing the Registrant’s board and senior management composition and addressing corporate governance, (4) optimizing the Registrant’s assets, operations and capital allocation strategies, (5) pursuing opportunities to improve performance by addressing core operating deficiencies, and (6) initiating a review of strategic alternatives particularly in light of the Registrant’s apparent unwillingness to engage in discussions with third parties regarding such alternatives. The Reporting Persons expect to have discussions with the Registrant’s management and board of directors, shareholders and other interested parties relating to such matters. On June 1, 2020, Pure Capital issued a demand letter and a position statement, a copy of which is attached hereto as Exhibits 1 and 2, respectively. |
4
| 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 719,758 ADSs, representing approximately 12.58% 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 |
5
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 2, 2020 |
6
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) | 1,200 | 0.38 | 05/08/2020 | |||||||
| Purchase of American Depositary Shares(1) | 200 | 0.38 | 05/08/2020 | |||||||
| Purchase of American Depositary Shares(1) | 2,000 | 0.38 | 05/08/2020 | |||||||
| Purchase of American Depositary Shares(1) | 8,800 | 0.38 | 05/08/2020 | |||||||
| Purchase of American Depositary Shares(1) | 33,180 | 0.38 | 05/08/2020 | |||||||
| Purchase of American Depositary Shares(1) | 14,600 | 0.38 | 05/08/2020 | |||||||
| Purchase of American Depositary Shares(1) | 400 | 0.38 | 05/08/2020 | |||||||
| Purchase of American Depositary Shares(1) | 1,201 | 0.38 | 05/08/2020 | |||||||
| Purchase of American Depositary Shares(1) | 3,199 | 0.38 | 05/08/2020 | |||||||
| Purchase of American Depositary Shares(1) | 5,600 | 0.39 | 05/08/2020 | |||||||
| Purchase of American Depositary Shares(1) | 20,000 | 0.39 | 05/08/2020 | |||||||
| Purchase of American Depositary Shares(1) | 4,000 | 0.39 | 05/08/2020 | |||||||
| Purchase of American Depositary Shares(1) | 1,000 | 0.39 | 05/08/2020 | |||||||
| Purchase of American Depositary Shares(1) | 10,000 | 0.39 | 05/08/2020 | |||||||
| Purchase of American Depositary Shares(1) | 10,000 | 0.40 | 05/08/2020 | |||||||
| Purchase of American Depositary Shares(1) | 3,101 | 0.40 | 05/08/2020 | |||||||
| Purchase of American Depositary Shares(1) | 300 | 0.40 | 05/08/2020 | |||||||
| Purchase of American Depositary Shares(1) | 490 | 0.40 | 05/08/2020 | |||||||
| Purchase of American Depositary Shares(1) | 6,109 | 0.40 | 05/08/2020 | |||||||
| Purchase of American Depositary Shares(1) | (7,500 | ) | 0.49 | 05/08/2020 | ||||||
| Purchase of American Depositary Shares(1) | (10,000 | ) | 0.47 | 05/08/2020 | ||||||
| Purchase of American Depositary Shares(1) | (900 | ) | 0.48 | 05/08/2020 | ||||||
| Purchase of American Depositary Shares(1) | (19,100 | ) | 0.47 | 05/08/2020 | ||||||
| Purchase of American Depositary Shares(1) | (1,200 | ) | 0.47 | 05/08/2020 | ||||||
| Purchase of American Depositary Shares(1) | (2,000 | ) | 0.47 | 05/08/2020 | ||||||
| Purchase of American Depositary Shares(1) | (6,800 | ) | 0.47 | 05/08/2020 | ||||||
| Purchase of American Depositary Shares(1) | (400 | ) | 0.48 | 05/08/2020 | ||||||
| Purchase of American Depositary Shares(1) | (3,000 | ) | 0.48 | 05/08/2020 | ||||||
| Purchase of American Depositary Shares(1) | (5,000 | ) | 0.47 | 05/08/2020 | ||||||
| Purchase of American Depositary Shares(1) | (1,600 | ) | 0.48 | 05/08/2020 | ||||||
| Purchase of American Depositary Shares(1) | (500 | ) | 0.53 | 05/10/2020 | ||||||
| Purchase of American Depositary Shares(1) | (588 | ) | 0.53 | 05/10/2020 | ||||||
| Purchase of American Depositary Shares(1) | (200.00 | ) | 0.53 | 05/10/2020 | ||||||
| Purchase of American Depositary Shares(1) | (1,000 | ) | 0.53 | 05/10/2020 | ||||||
| Purchase of American Depositary Shares(1) | (1,000 | ) | 0.52 | 05/10/2020 | ||||||
| Purchase of American Depositary Shares(1) | (3,000 | ) | 0.51 | 05/10/2020 | ||||||
| Purchase of American Depositary Shares(1) | (712 | ) | 0.51 | 05/10/2020 | ||||||
| Purchase of American Depositary Shares(1) | (2,000 | ) | 0.52 | 05/10/2020 | ||||||
| Purchase of American Depositary Shares(1) | (1,500 | ) | 0.52 | 05/10/2020 | ||||||
| Purchase of American Depositary Shares(1) | (100 | ) | 0.52 | 05/10/2020 | ||||||
| Purchase of American Depositary Shares(1) | (16,400 | ) | 0.52 | 05/10/2020 | ||||||
| Purchase of American Depositary Shares(1) | (3,000 | ) | 0.51 | 05/10/2020 | ||||||
| Purchase of American Depositary Shares(1) | (1,900 | ) | 0.51 | 05/10/2020 | ||||||
| Purchase of American Depositary Shares(1) | (754 | ) | 0.51 | 05/10/2020 | ||||||
| Purchase of American Depositary Shares(1) | (11,346 | ) | 0.51 | 05/10/2020 | ||||||
7
| Nature of the Transaction | Securities Purchased/(Sold) | Price Per Security (US$) | Date of Purchase / Sale | |||||||
| Purchase of American Depositary Shares(1) | (3,000 | ) | 0.51 | 05/10/2020 | ||||||
| Purchase of American Depositary Shares(1) | (100 | ) | 0.53 | 05/10/2020 | ||||||
| Purchase of American Depositary Shares(1) | (400 | ) | 0.52 | 05/10/2020 | ||||||
| Purchase of American Depositary Shares(1) | (500 | ) | 0.52 | 05/10/2020 | ||||||
| Purchase of American Depositary Shares(1) | (2,000 | ) | 0.52 | 05/10/2020 | ||||||
| Purchase of American Depositary Shares(1) | (1,078 | ) | 0.52 | 05/10/2020 | ||||||
| Purchase of American Depositary Shares(1) | (200 | ) | 0.52 | 05/10/2020 | ||||||
| Purchase of American Depositary Shares(1) | (1,602 | ) | 0.52 | 05/10/2020 | ||||||
| Purchase of American Depositary Shares(1) | (4,299 | ) | 0.50 | 05/10/2020 | ||||||
| Purchase of American Depositary Shares(1) | (500 | ) | 0.50 | 05/10/2020 | ||||||
| Purchase of American Depositary Shares(1) | (300 | ) | 0.50 | 05/10/2020 | ||||||
| Purchase of American Depositary Shares(1) | (9,901 | ) | 0.50 | 05/10/2020 | ||||||
| Purchase of American Depositary Shares(1) | 9,113 | 0.38 | 05/15/2020 | |||||||
| Purchase of American Depositary Shares(1) | 4,100 | 0.38 | 05/15/2020 | |||||||
| Purchase of American Depositary Shares(1) | 6,000 | 0.38 | 05/15/2020 | |||||||
| Purchase of American Depositary Shares(1) | 787 | 0.39 | 05/15/2020 | |||||||
| Purchase of American Depositary Shares(1) | 2,000 | 0.39 | 05/15/2020 | |||||||
| Purchase of American Depositary Shares(1) | 18,000 | 0.39 | 05/15/2020 | |||||||
| Purchase of American Depositary Shares(1) | 5,500 | 0.41 | 05/15/2020 | |||||||
| Purchase of American Depositary Shares(1) | 3,000 | 0.41 | 05/15/2020 | |||||||
| Purchase of American Depositary Shares(1) | 200.00 | 0.41 | 05/15/2020 | |||||||
| Purchase of American Depositary Shares(1) | 1,400 | 0.41 | 05/15/2020 | |||||||
| Purchase of American Depositary Shares(1) | 9,900 | 0.41 | 05/15/2020 | |||||||
| Purchase of American Depositary Shares(1) | 1,155 | 0.42 | 05/15/2020 | |||||||
| Purchase of American Depositary Shares(1) | 3,000 | 0.42 | 05/15/2020 | |||||||
| Purchase of American Depositary Shares(1) | 20,845 | 0.42 | 05/15/2020 | |||||||
| Purchase of American Depositary Shares(1) | 5,000 | 0.43 | 05/15/2020 | |||||||
| Purchase of American Depositary Shares(1) | (10,000 | ) | 0.41 | 05/15/2020 | ||||||
| Purchase of American Depositary Shares(1) | (6,824 | ) | 0.41 | 05/15/2020 | ||||||
| Purchase of American Depositary Shares(1) | (200 | ) | 0.41 | 05/15/2020 | ||||||
| Purchase of American Depositary Shares(1) | (100 | ) | 0.41 | 05/15/2020 | ||||||
| Purchase of American Depositary Shares(1) | (14,924 | ) | 0.41 | 05/15/2020 | ||||||
| Purchase of American Depositary Shares(1) | (45 | ) | 0.40 | 05/15/2020 | ||||||
| Purchase of American Depositary Shares(1) | (517 | ) | 0.40 | 05/15/2020 | ||||||
| Purchase of American Depositary Shares(1) | (2,952 | ) | 0.40 | 05/15/2020 | ||||||
| Purchase of American Depositary Shares(1) | (16,486 | ) | 0.40 | 05/15/2020 | ||||||
| Purchase of American Depositary Shares(1) | (3,201 | ) | 0.40 | 05/19/2020 | ||||||
| Purchase of American Depositary Shares(1) | (100 | ) | 0.41 | 05/19/2020 | ||||||
| Purchase of American Depositary Shares(1) | 13,846 | 0.41 | 05/19/2020 | |||||||
| Purchase of American Depositary Shares(1) | 12,054 | 0.41 | 05/19/2020 | |||||||
| Purchase of American Depositary Shares(1) | 799 | 0.41 | 05/19/2020 | |||||||
| Purchase of American Depositary Shares(1) | (20,000 | ) | 0.43 | 05/19/2020 | ||||||
| Purchase of American Depositary Shares(1) | (120 | ) | 0.42 | 05/19/2020 | ||||||
| Purchase of American Depositary Shares(1) | (1,101 | ) | 0.42 | 05/19/2020 | ||||||
| Purchase of American Depositary Shares(1) | (1,100 | ) | 0.41 | 05/19/2020 | ||||||
| Purchase of American Depositary Shares(1) | (2,000 | ) | 0.41 | 05/19/2020 | ||||||
| Purchase of American Depositary Shares(1) | (100 | ) | 0.41 | 05/19/2020 | ||||||
| Purchase of American Depositary Shares(1) | (100 | ) | 0.41 | 05/19/2020 | ||||||
| Purchase of American Depositary Shares(1) | (2,433 | ) | 0.41 | 05/19/2020 | ||||||
| Purchase of American Depositary Shares(1) | (1,000 | ) | 0.41 | 05/19/2020 | ||||||
| Purchase of American Depositary Shares(1) | (7,006 | ) | 0.41 | 05/19/2020 | ||||||
8
| Nature of the Transaction | Securities Purchased/(Sold) | Price Per Security (US$) | Date of Purchase / Sale | |||||||
| Purchase of American Depositary Shares(1) | (700 | ) | 0.41 | 05/19/2020 | ||||||
| Purchase of American Depositary Shares(1) | (40 | ) | 0.41 | 05/19/2020 | ||||||
| Purchase of American Depositary Shares(1) | (2,252 | ) | 0.41 | 05/19/2020 | ||||||
| Purchase of American Depositary Shares(1) | (10,000 | ) | 0.41 | 05/19/2020 | ||||||
| Purchase of American Depositary Shares(1) | 30,000 | 0.43 | 05/19/2020 | |||||||
| Purchase of American Depositary Shares(1) | 5,410 | 0.44 | 05/19/2020 | |||||||
| Purchase of American Depositary Shares(1) | 8,190 | 0.44 | 05/19/2020 | |||||||
| Purchase of American Depositary Shares(1) | 16,400 | 0.44 | 05/19/2020 | |||||||
| Purchase of American Depositary Shares(1) | 30,000 | 0.43 | 05/19/2020 | |||||||
| Purchase of American Depositary Shares(1) | 45,132 | 0.41 | 05/20/2020 | |||||||
| Purchase of American Depositary Shares(1) | 2,465 | 0.42 | 05/20/2020 | |||||||
| Purchase of American Depositary Shares(1) | 27,535 | 0.42 | 05/20/2020 | |||||||
| Purchase of American Depositary Shares(1) | 12,100 | 0.42 | 05/20/2020 | |||||||
| Purchase of American Depositary Shares(1) | 37,900 | 0.42 | 05/20/2020 | |||||||
| Purchase of American Depositary Shares(1) | 50,000 | 0.42 | 05/20/2020 | |||||||
| Purchase of American Depositary Shares(1) | 58,477 | 0.41 | 05/20/2020 | |||||||
| Purchase of American Depositary Shares(1) | 3,000 | 0.41 | 05/20/2020 | |||||||
| Purchase of American Depositary Shares(1) | 9,900 | 0.42 | 05/20/2020 | |||||||
| Purchase of American Depositary Shares(1) | 600 | 0.42 | 05/20/2020 | |||||||
| Purchase of American Depositary Shares(1) | 1,800 | 0.42 | 05/20/2020 | |||||||
| Purchase of American Depositary Shares(1) | 1,045 | 0.42 | 05/20/2020 | |||||||
| Purchase of American Depositary Shares(1) | 29,787 | 0.42 | 05/20/2020 | |||||||
| Purchase of American Depositary Shares(1) | 7,298 | 0.43 | 05/20/2020 | |||||||
| Purchase of American Depositary Shares(1) | 22,782 | 0.43 | 05/20/2020 | |||||||
| Purchase of American Depositary Shares(1) | (14,473 | ) | 0.57 | 05/28/2020 | ||||||
| Purchase of American Depositary Shares(1) | (6,400 | ) | 0.54 | 05/28/2020 | ||||||
| Purchase of American Depositary Shares(1) | (100 | ) | 0.54 | 05/28/2020 | ||||||
| Purchase of American Depositary Shares(1) | (15,100 | ) | 0.54 | 05/28/2020 | ||||||
| Purchase of American Depositary Shares(1) | (200 | ) | 0.55 | 05/28/2020 | ||||||
| Purchase of American Depositary Shares(1) | (1,000 | ) | 0.55 | 05/28/2020 | ||||||
| Purchase of American Depositary Shares(1) | (23,800 | ) | 0.55 | 05/28/2020 | ||||||
| Purchase of American Depositary Shares(1) | (646 | ) | 0.53 | 05/28/2020 | ||||||
| Purchase of American Depositary Shares(1) | (29,354 | ) | 0.53 | 05/28/2020 | ||||||
| Purchase of American Depositary Shares(1) | (6,294 | ) | 0.54 | 05/28/2020 | ||||||
| Purchase of American Depositary Shares(1) | (300 | ) | 0.53 | 05/28/2020 | ||||||
| Purchase of American Depositary Shares(1) | (4,000 | ) | 0.53 | 05/28/2020 | ||||||
| Purchase of American Depositary Shares(1) | (6,309 | ) | 0.53 | 05/28/2020 | ||||||
| Purchase of American Depositary Shares(1) | (300 | ) | 0.53 | 05/28/2020 | ||||||
| Purchase of American Depositary Shares(1) | (7,797 | ) | 0.53 | 05/28/2020 | ||||||
| Purchase of American Depositary Shares(1) | (12,000 | ) | 0.54 | 05/28/2020 | ||||||
| Purchase of American Depositary Shares(1) | (2,000 | ) | 0.54 | 05/28/2020 | ||||||
| Purchase of American Depositary Shares(1) | (1,000 | ) | 0.54 | 05/28/2020 | ||||||
| Purchase of American Depositary Shares(1) | (2,844 | ) | 0.55 | 05/28/2020 | ||||||
| Purchase of American Depositary Shares(1) | (700 | ) | 0.54 | 05/28/2020 | ||||||
| Purchase of American Depositary Shares(1) | (4,325 | ) | 0.54 | 05/28/2020 | ||||||
| Purchase of American Depositary Shares(1) | (500 | ) | 0.54 | 05/28/2020 | ||||||
| Purchase of American Depositary Shares(1) | (2,800 | ) | 0.53 | 05/28/2020 | ||||||
| Purchase of American Depositary Shares(1) | (4,700 | ) | 0.53 | 05/28/2020 | ||||||
| Purchase of American Depositary Shares(1) | (723 | ) | 0.53 | 05/28/2020 | ||||||
| Purchase of American Depositary Shares(1) | (6 | ) | 0.54 | 05/28/2020 | ||||||
| Purchase of American Depositary Shares(1) | (3,649 | ) | 0.53 | 05/28/2020 | ||||||
9
| Nature of the Transaction | Securities Purchased/(Sold) | Price Per Security (US$) | Date of Purchase / Sale | |||||||
| Purchase of American Depositary Shares(1) | (1,300 | ) | 0.53 | 05/28/2020 | ||||||
| Purchase of American Depositary Shares(1) | (1,500 | ) | 0.53 | 05/28/2020 | ||||||
| Purchase of American Depositary Shares(1) | (6,545 | ) | 0.53 | 05/28/2020 | ||||||
| Purchase of American Depositary Shares(1) | 50,000 | 0.52 | 05/31/2020 | |||||||
| Purchase of American Depositary Shares(1) | (191 | ) | 0.54 | 05/31/2020 | ||||||
| Purchase of American Depositary Shares(1) | (24,809 | ) | 0.54 | 05/31/2020 | ||||||
| Purchase of American Depositary Shares(1) | (1,500 | ) | 0.54 | 05/31/2020 | ||||||
| Purchase of American Depositary Shares(1) | (1,700 | ) | 0.54 | 05/31/2020 | ||||||
| Purchase of American Depositary Shares(1) | (100 | ) | 0.54 | 05/31/2020 | ||||||
| Purchase of American Depositary Shares(1) | (6,700 | ) | 0.54 | 05/31/2020 | ||||||
| Purchase of American Depositary Shares(1) | 600 | 0.54 | 05/31/2020 | |||||||
| Purchase of American Depositary Shares(1) | 29,400 | 0.54 | 05/31/2020 | |||||||
| Purchase of American Depositary Shares(1) | 2,602 | 0.52 | 05/31/2020 | |||||||
| Purchase of American Depositary Shares(1) | 10,000 | 0.55 | 05/31/2020 | |||||||
| Purchase of American Depositary Shares(1) | 5,300 | 0.55 | 05/31/2020 | |||||||
| Purchase of American Depositary Shares(1) | 19,191 | 0.55 | 05/31/2020 | |||||||
| Purchase of American Depositary Shares(1) | 509 | 0.55 | 05/31/2020 | |||||||
| Purchase of American Depositary Shares(1) | 35,000 | 0.53 | 05/31/2020 | |||||||
| Purchase of American Depositary Shares(1) | 25,000 | 0.54 | 05/31/2020 | |||||||
| Purchase of American Depositary Shares(1) | 40,000 | 0.54 | 05/31/2020 | |||||||
| Purchase of American Depositary Shares(1) | 1,800 | 0.54 | 05/31/2020 | |||||||
| Purchase of American Depositary Shares(1) | 18,200 | 0.54 | 05/31/2020 | |||||||
| Purchase of American Depositary Shares(1) | 24,000 | 0.53 | 05/31/2020 | |||||||
| Purchase of American Depositary Shares(1) | 15,000 | 0.54 | 05/31/2020 | |||||||
| Purchase of American Depositary Shares(1) | 7,918 | 0.54 | 05/31/2020 | |||||||
| Purchase of American Depositary Shares(1) | 40 | 0.55 | 05/31/2020 | |||||||
| Purchase of American Depositary Shares(1) | 200 | 0.54 | 05/31/2020 | |||||||
| Purchase of American Depositary Shares(1) | 1,000 | 0.55 | 05/31/2020 | |||||||
| Purchase of American Depositary Shares(1) | 1 | 0.55 | 05/31/2020 | |||||||
| Purchase of American Depositary Shares(1) | 2,000 | 0.55 | 05/31/2020 | |||||||
| Purchase of American Depositary Shares(1) | 2,446 | 0.55 | 05/31/2020 | |||||||
| Purchase of American Depositary Shares(1) | 1,395 | 0.55 | 05/31/2020 | |||||||
| Purchase of American Depositary Shares(1) | 12,000 | 0.55 | 05/31/2020 | |||||||
| Purchase of American Depositary Shares(1) | 30,000 | 0.55 | 05/31/2020 | |||||||
| Purchase of American Depositary Shares(1) | 16,000 | 0.54 | 05/31/2020 | |||||||
| Purchase of American Depositary Shares(1) | 19,901 | 0.55 | 05/31/2020 | |||||||
| Purchase of American Depositary Shares(1) | 99 | 0.55 | 05/31/2020 | |||||||
| Purchase of American Depositary Shares(1) | 50,000 | 0.55 | 05/31/2020 | |||||||
| Purchase of American Depositary Shares(1) | 9,800 | 0.50 | 05/31/2020 | |||||||
| Purchase of American Depositary Shares(1) | 200 | 0.50 | 05/31/2020 | |||||||
| Purchase of American Depositary Shares(1) | 400 | 0.50 | 05/31/2020 | |||||||
| Purchase of American Depositary Shares(1) | 5,001 | 0.51 | 05/31/2020 | |||||||
| Purchase of American Depositary Shares(1) | 400 | 0.50 | 05/31/2020 | |||||||
| Purchase of American Depositary Shares(1) | 4,199 | 0.51 | 05/31/2020 | |||||||
| Purchase of American Depositary Shares(1) | 15,000 | 0.50 | 05/31/2020 | |||||||
| Purchase of American Depositary Shares(1) | 14,000 | 0.51 | 05/31/2020 | |||||||
| Purchase of American Depositary Shares(1) | 599 | 0.50 | 05/31/2020 | |||||||
| Purchase of American Depositary Shares(1) | 2,305 | 0.51 | 05/31/2020 | |||||||
| Purchase of American Depositary Shares(1) | 12,096 | 0.51 | 05/31/2020 | |||||||
| Purchase of American Depositary Shares(1) | 5,000 | 0.51 | 05/31/2020 | |||||||
| Purchase of American Depositary Shares(1) | 7,000 | 0.51 | 05/31/2020 | |||||||
(1) One American Depository Share represents 40 Ordinary Shares of the Company, par value NIS 0.01 per share
10
Exhibit 1
June 1, 2020
Therapix Biosciences Ltd.
4 Ariel Sharon St.
HaShahar Tower, 16th Floor
Givatayim 5320047
Israel
Attention:
Mr. Gilad Bar-Lev, CEO and Director
Mr. Oz Adler, CFO
Dr. Ascher Shmulewitz, Chairman of the Board of Directors
Prof. Ari Shamiss, Director
Mr. Stephen M. Simes , Director
Mr. Todd Violette, Director
Via courier
Dear Madams and Sirs,
Therapix Biosciences Ltd.
Demand to Convene Special General Meeting of the Shareholders
On behalf of our client, L.I.A Pure Capital Ltd., we hereby write to you with respect to the following matters:
| 1. | As of May 31, 2020, L.I.A Pure Capital Ltd. (“Pure Capital”), a company fully owned by Mr. Silberman, whose business address is 20 Raoul Wallenberg St. Tel Aviv 6971916, Israel, is the owner of 719,758 American Depositary Shares (“ADS”) each represents 40 of ordinary shares, par value NIS 0.10, of Therapix Biosciences Ltd. (the “Ordinary Shares” and the “Company”, respectively). A confirmation of Pure Capital’s holdings is attached hereto as Exhibit A. |
| 2. | Based on the above and based on the number of outstanding Ordinary Shares published by the Company in its reports to the U.S. Securities and Exchange Commission (the “SEC”), as of May 31, 2020, Pure Capital holds 12.58 % of the voting rights of the Company. |
| 3. | Pursuant to Section 63(b)(2) of the Companies Law, 5759-1999 (the “Companies Law”), we hereby request on behalf of Pure Capital that the board of directors of the Company convene a special general meeting of the shareholders of the Company immediately, and no later than July 27, 2020, as required by the Companies Law (the “Special Meeting”). The agenda for the Special Meeting shall include resolutions to remove each of the serving directors of the Company and to appoint in their stead the following director nominees (the “Director Nominees”): Messrs. Itschak Shrem, Amitai Weiss, Lior Amit, Lior Vider, Moshe Revach and Ms. Liat Sidi, all as specifically detailed in Exhibit B attached hereto (the “Proposed Resolutions”). The Company shall not make any changes, edits or additions to the Proposed Resolutions and they shall be brought to the approval of the shareholders “as is”. Any deviation from the Proposed Resolutions shall be in violation to the Companies Law. |
| 4. | Declarations of the Director Nominees as required under Section 224b(a) of the Companies Law are attached hereto as Exhibit C1 – C6. In addition, and beyond the requirements of the Companies Law, attached as Exhibit D1 – D6 are director’s questionnaires pertaining to the Director Nominees’ compliance with U.S. securities laws and Nasdaq corporate governance requirements, as customary in Nasdaq traded companies. |
| 5. | A proxy card for the purpose of the Special Meeting, in accordance with the Section 4(a) of the Companies Regulations (Voting in Writing and Position Statements), 5766-2005, is attached hereto as Exhibit E (the “Proxy Card”). The Company shall not make any changes, edits or additions to the Proxy Card and it shall be sent to the shareholders “as is”. Any deviation from the Proxy Card shall be in violation to the Companies Law and the regulations promulgated thereunder. |
| 6. | A position statement to be attached to the proxy card referenced above per Section 6(b) of the Companies Regulations (Voting in Writing and Position Statements), 5766-2005, is attached hereto as Exhibit F (the “Position Statement”). The Company shall not make any changes, edits or additions to the Position Statement and it shall be sent to the shareholders “as is”. Any deviation from the Position Statement shall be in violation to the Companies Law and the regulations promulgated thereunder. |
| 7. | We request that a current report on Form 6-K pertaining to our client’s request to convene a special general meeting of the Company in order to replace the current serving directors with the Director Nominees (including a complete copy of this letter) will be furnished immediately to the SEC. |
| 8. | Many actions previously taken by the Company have not been in the best interest of the Company nor its shareholders, including, among others, capital raises under unfavorable terms. Accordingly, we hereby demand that until the time of the Special Meeting, the Company will not take any action not in the ordinary course of business, including, without limitation, any dispositions of its assets, or securities offerings, whether public nor private. In addition, we demand that the board of directors of the Company shall not appoint any additional directors to the Company’s board of directors prior to the Special Meeting. |
| 9. | Notwithstanding the above, should the Company be required to raise additional funds until the Special Meeting is convened, our client will be willing to consider providing the Company with a loan or make an investment in the Company on market terms to cover such requirement. |
| 10. | Any action in violation or conflict of the forgoing will be a clear violation of the fiduciary duties of the directors and office holders to the Company, whose clear purpose and attempt is to protect their position as members of the board of directors of the Company and/or its management, while continuing to exploit the resources of the Company, without consideration for the Company’s best interest and on the account of its shareholders. |
| 11. | Accordingly, we will hold each and every one of the directors and office holders personally liable for any damage that may be caused to the shareholders of the Company as a result of your actions. |
| Sincerely, | |
| /s/ Dr. Shachar Hadar, Adv. | |
| Dr. Shachar Hadar, Adv. | |
| Meitar | Law Offices |
cc: Yuval Horn, Adv. and Roy Ribon, Adv., Horn & Co. - Law Offices, Israeli Counsel to the Company
Exhibit 2
Position Statement
Therapix Biosciences Ltd.
4 Ariel Sharon St.
HaShahar Tower, 16th Floor
Givatayim 5320047
Israel
Attention:
Gilad Bar-Lev, CEO and Director
Oz Adler, CFO
Dr. Ascher Shmulewitz, Chairman of the Board of Directors
Prof. Ari Shamiss, Director
Stephen M. Simes , Director
Todd Violette, Director
Dear Sir/Madam,
Re: Position Statement – Special General Meeting of
Therapix Biosciences Ltd. (the “Company”)
L.I.A. Pure Capital Ltd. (“Pure Capital”) respectfully submits this position statement in connection with the items included on the agenda of the Company’s special general meeting to be convened pursuant to Pure Capital’s request letter dated May 31, 2020 (the “Meeting” and the “Letter” respectively). Pure Capital delivered the Letter to the Company demanding that the Meeting be convened in order to allow the shareholders of the Company to vote upon resolutions to remove the current directors of the Company and appoint Pure Capital’s director nominees their stead.
Pure Capital is a private global investment company controlled by Mr. Kfir Silberman, which specializes in acquisitions and investments in underperforming and stagnant public companies traded on various exchanges around the world. Pure Capital has significant experience increasing value for shareholders of the companies in which it invests and is committed to driving positive change in management practices for the benefit of the Company’s shareholders.
As of May 31, 2020, Pure Capital holds 719,758 ADSs of the Company. Neither Pure Capital nor anyone on its behalf has a personal interest with respect to the termination of office of the current members of the Company’s board of directors.
| 1. | Pure Capital’s Position on Proposal No. 1 – Removal of Directors |
The Company has failed to achieve any major milestone and barely meet the continued listing requirements of Nasdaq. The Company’s share price serves as a clear testament to the market’s complete lack of faith in the ability of the current directors and management of the Company to provide return on investment to the Company’s shareholders, notwithstanding recent changes made.
Pure Capital’s sole purpose is to cease the mismanagement which has led to the current Company’s position. Pure Capital recommends that all of the Company’s shareholders VOTE FOR the removal from office, immediately following the meeting, of each of the Company’s current directors as stated under Proposal no. 1 of the proxy statement published for the Meeting.
| 2. | Pure Capital’s Position on Proposal No. 2 – Pure Capital Director Nominees |
Pure Capital believes that the ranks of the Company’s board of directors direly need to be refreshed in order to rectify the current mismanagement and set the Company on a path to future growth. In order to promote this goal, Pure Capital has proposed that the shareholders of the Company elect to appoint seasoned director candidates which have significant experience and proven capabilities as directors, and members of senior management in publicly traded companies. Messrs. Itschak Shrem, Amitai Weiss, Lior Amit, Lior Vider, Moshe Revach and Ms. Liat Sidi (the “Pure Capital Nominees”) each have the requisite skills and experience so as to constitute a perfect fit to the Company’s needs and circumstances.
Through a combination of experience, financial expertise, and a fresh, unbiased view of the Company’s activity, Pure Capital believes that the Company’s business could be greatly improved, inefficiencies can be reduced, and shareholder value can be substantially increased.
Pure Capital’s position on the proposed resolution is that the Pure Capital Nominees are the most suitable candidates to serve as directors of the board of directors of the Company. Pure Capital recommends that all of the Company’s shareholders VOTE FOR the election of the Pure Capital Nominees, as stated under Proposal No. 2 of the proxy statement published for the Meeting.
| 3. | Conclusion |
Pure Capital’s arguments speak for themselves. The current directors of the Company are no longer fit to serve in such capacities. The Company and its shareholders would greatly benefit from electing the Pure Capital Nominees in their stead.
| Sincerely | |
| /s/ Kfir Silberman | |
| Mr. Kfir Silberman | |
| L.I.A. Pure Capital Ltd. |
Exhibit 3
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the American Depositary Shares (one of which represents 40 ordinary shares, NIS 0.1 par value), of Therapix Biosciences Ltd., a company organized under the laws of Israel. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
| June 2, 2020 | L.I.A. Pure Capital Ltd. | ||
| By: | /s/ Kfir Silberman | ||
| Name: | Kfir Silberman | ||
| Title: | Chairman and Chief Executive Officer | ||
| /s/ Kfir Silberman | |||
| Kfir Silberman | |||