SciSparc Ltd. — Major Shareholding Notification 2017

Apr 13, 2017

SC 13G 1 sc13g.htm

Field: Rule-Page

Field: /Rule-Page

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

Therapix Biosciences Ltd.

Field: Rule-Page

Field: /Rule-Page

(Name of Issuer)

American Depositary Shares (one of which represents 40 Ordinary Shares 1 , NIS 0.1 par value)

Field: Rule-Page

Field: /Rule-Page

(Title of Class of Securities)

88339A 203 2

Field: Rule-Page

Field: /Rule-Page

(CUSIP Number)

March 22, 2017

Field: Rule-Page

Field: /Rule-Page

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[ ] Rule 13d-1(b)

[X] Rule 13d-1(c)

[ ] Rule 13d-1(d)

• 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 the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

1 Not for trading; 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.

Field: Rule-Page

Field: /Rule-Page

Field: Page; Sequence: 1

Field: /Page

CUSIP No. 88339A 203

| 1 | NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) John Stetson |
| --- | --- |
| | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
| | (a)
[ ] |
| 2 | (b)
[ ] |
| | SEC
USE ONLY |
| 3 | |
| | CITIZENSHIP
OR PLACE OF ORGANIZATION |
| 4 | United
States |

| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | SOLE
VOTING POWER |
| --- | --- |
| 5 | 0 |
| | SHARED
VOTING POWER |
| 6 | 186,600 ADSs(1) |
| | SOLE
DISPOSITIVE POWER |
| 7 | 0 |
| | SHARED
DISPOSITIVE POWER |
| 8 | 186,600 ADSs(1) |

| | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| --- | --- |
| 9 | 186,600 ADSs(1) |
| | CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
| 10 | [ ] |
| | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
| 11 | 5.9% (based on 126,355,614 ordinary shares issued and outstanding as well as underlying
issued and outstanding ADSs as of March 22, 2017) |
| | TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS) |
| 12 | IN |

(1) Represents (i) 134,600 ADSs held by HS Contrarian Investments, LLC and (ii) 52,000 ADSs held by Stetson Capital Investments, Inc. John Stetson is the Managing Member of HS Contrarian Investments, LLC and in such capacity, is deemed to hold voting and dispositive power of the securities held by HS Contrarian Investments, LLC. John Stetson is the President of Stetson Capital Investments, Inc. and in such capacity, is deemed to hold voting and dispositive power of the securities held by Stetson Capital Investments, Inc.

Field: Page; Sequence: 2

Field: /Page

CUSIP No. 88339A 203

| | NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY |
| --- | --- |
| 1 | HS
Contrarian Investments, LLC |
| | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
| | (a)
[ ] |
| 2 | (b)
[ ] |
| | SEC
USE ONLY |
| 3 | |
| | CITIZENSHIP
OR PLACE OF ORGANIZATION |
| 4 | Florida |

| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | SOLE
VOTING POWER |
| --- | --- |
| 5 | 0 |
| | SHARED
VOTING POWER |
| 6 | 134,600
ADSs(1) |
| | SOLE
DISPOSITIVE POWER |
| 7 | 0 |
| | SHARED
DISPOSITIVE POWER |
| 8 | 134,600 ADSs(1) |

| | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| --- | --- |
| 9 | 134,600 ADSs(1) |
| | CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
| 10 | [ ] |
| | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
| 11 | 4.3% (based on 126,355,614 ordinary shares issued and outstanding as well as underlying
issued and outstanding ADSs as of March 22, 2017) |
| | TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS) |
| 12 | OO |

(1) John Stetson is the Managing Member of HS Contrarian Investments, LLC and in such capacity, is deemed to hold voting and dispositive power of the securities held by HS Contrarian Investments, LLC.

Field: Page; Sequence: 3

Field: /Page

CUSIP No. 88339A 203

| | NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY |
| --- | --- |
| 1 | Stetson
Capital Investments, Inc. |
| | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
| | (a)
[ ] |
| 2 | (b)
[ ] |
| | SEC
USE ONLY |
| 3 | |
| | CITIZENSHIP
OR PLACE OF ORGANIZATION |
| 4 | Florida |

| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | SOLE
VOTING POWER |
| --- | --- |
| 5 | 0 |
| | SHARED
VOTING POWER |
| 6 | 52,000 ADSs(1) |
| | SOLE
DISPOSITIVE POWER |
| 7 | 0 |
| | SHARED
DISPOSITIVE POWER |
| 8 | 52,000 ADSs(1) |

| | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| --- | --- |
| 9 | 52,000 ADSs(1) |
| | CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
| 10 | [ ] |
| | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
| 11 | 1.6% (based on 126,355,614 ordinary shares issued and outstanding as well as underlying
issued and outstanding ADSs as of March 22, 2017) |
| | TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS) |
| 12 | OO |

(1) John Stetson is the President of Stetson Capital Investments, Inc. and in such capacity, is deemed to hold voting and dispositive power of the securities held by Stetson Capital Investments, Inc.

Field: Page; Sequence: 4

Field: /Page

| Item
1(a). |
| --- |
| THERAPIX
BIOSCIENCES LTD. (the “Issuer”) |

| Item
1(b). |
| --- |
| 5
Azrieli Center (Square Tower) |
| Tel-Aviv
6702501, Israel |

| Item
2(a). |
| --- |
| The
statement is filed on behalf of John Stetson, HS Contrarian Investments, LLC and Stetson Capital Investments, Inc. |

| Item
2(b). |
| --- |
| 68
Fiesta Way Fort
Lauderdale, FL 33301 |

Item 2(c).
United
States/Florida

Item 2(d).
American
depositary shares (one of which represents 40 ordinary shares, NIS 0.1 par value)

Item 2(e).
88339A
203 (This CUSIP number applies to the Issuer’s American Depositary Shares.)

Item 3. Type of Person

Not applicable.

Item 4. Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

| (a) | Amount
beneficially owned: 186,600 ADSs (1) |
| --- | --- |
| (b) | Percent
of class: 5.9% (based on 126,355,614 ordinary shares issued and outstanding as well as underlying issued and outstanding
ADSs as of March 22, 2017) |
| (c) | Number
of shares as to which the person has: |

| (i) | Sole
power to vote or to direct the vote: 0 |
| --- | --- |
| (ii) | Shared
power to vote or to direct the vote: 186,600 ADSs(1) |
| (iii) | Sole
power to dispose or to direct the disposition of: 0 |
| (iv) | Shared
power to dispose or to direct the disposition of: 186,600 ADSs(1) |

Field: Page; Sequence: 5

Field: /Page

(1) Represents (i) 134,600 ADSs held by HS Contrarian Investments, LLC and (ii) 52,000 ADSs held by Stetson Capital Investments, Inc. John Stetson is the Managing Member of HS Contrarian Investments, LLC and in such capacity, is deemed to hold voting and dispositive power of the securities held by HS Contrarian Investments, LLC. John Stetson is the President of Stetson Capital Investments, Inc. and in such capacity, is deemed to hold voting and dispositive power of the securities held by Stetson Capital Investments, Inc.

Item 5. Ownership of Five Percent or Less of a Class.

Not applicable.

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

Not Applicable

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported by the Parent Holding Company.

Not applicable.

Item 8. Identification and Classification of Members of the Group.

Not applicable.

Item 9. Notice of Dissolution of Group.

Not applicable.

Item 10. Certifications.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

Field: Page; Sequence: 6

Field: /Page

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.

| Date:
April 13, 2017 | By: | /s/
John Stetson |
| --- | --- | --- |
| | | John
Stetson |
| | HS
Contrarian Investments, LLC | |
| Date:
April 13, 2017 | By: | /s/
John Stetson |
| | | Name:
John Stetson |
| | | Title:
Managing Member |
| | Stetson
Capital Investments, Inc. | |
| Date:
April 13, 2017 | By: | /s/
John Stetson |
| | | Name:
John Stetson |
| | | Title:
President |

Field: Page; Sequence: 7

Field: /Page