SciSparc Ltd. — Major Shareholding Notification 2020

Jun 9, 2020

SC 13D/A 1 ea122838-13da1pure_therapix.htm AMENDMENT NO. 1 TO SCHEDULE 13D

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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 Shares 1 , NIS 0.1 par value)

(Title of Class of Securities)

88339A 203 2

(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.

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.

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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).

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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).

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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

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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.

/s/
Kfir Silberman
Kfir Silberman
L.I.A. PURE CAPITAL
LTD.
/s/ Kfir
Silberman
Kfir Silberman
Dated: June
9, 2020

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SCHEDULE A

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

Therapix Biosciences Ltd.

Nature of the Transaction — Purchase of American Depositary Shares (1)	17,083	0.51	Date of Purchase / Sale — 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

6

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