As filed with the Securities and Exchange Commission on July 26, 2021 Registration No. 333-197509

_____________________

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________

POST-EFFECTIVE AMENDMENT NO. 2 TO THE

FORM F-6

REGISTRATION STATEMENT

under

THE SECURITIES ACT OF 1933

For American Depositary Shares

 

 

SCISPARC LTD.

(Formerly known as Therapix Biosciences Ltd.)

(Exact name of issuer of deposited securities as specified in its charter)

N/A

(Translation of issuer's name into English)

 

ISRAEL

(Jurisdiction of incorporation or organization of issuer)

 

THE BANK OF NEW YORK MELLON

(Exact name of depositary as specified in its charter)

240 Greenwich Street, New York, New York 10286

(212) 495-1784

(Address, including zip code, and telephone number, including area code, of depositary's principal executive offices)

_______________________

The Bank of New York Mellon

Legal Division

240 Greenwich Street

New York, New York 10286

(212) 495-1784

(Address, including zip code, and telephone number, including area code, of agent for service)

 

Copies to:

 

Brian D. Obergfell, Esq.

Emmet, Marvin & Martin, LLP

120 Broadway

New York, New York 10271

(212) 238-3032

 

It is proposed that this filing become effective under Rule 466

[ ] immediately upon filing

[ ] on (Date) at (Time).

If a separate registration statement has been filed to register the deposited shares, check the following box. [ ]

 

 

 

 
 

The prospectus consists of the proposed Form of American Depositary Receipt included as Exhibit A to the form of Amended and Restated Deposit Agreement, as amended by the Amendment to Deposit Agreement, filed as Exhibits 1.1 and 1.2, respectively to this Post-Effective Amendment No. 2 to the Registration Statement, which is incorporated herein by reference.

 
 

PART I

INFORMATION REQUIRED IN PROSPECTUS

 

Item -1. Description of Securities to be Registered

 

Cross Reference Sheet

 

 

Item Number and Caption

 

 

Location in Form of Receipt Filed Herewith as Prospectus

 

1.       Name and address of depositary

 

  Introductory Article

2.       Title of American Depositary Receipts and identity of deposited securities

 

  Face of Receipt, top center

Terms of Deposit:

 

   
(i)   The amount of deposited securities represented by one unit of American Depositary Receipts   Face of Receipt, upper right corner
(ii)   The procedure for voting, if any, the deposited securities   Articles number 15, 16 and 18
(iii)   The collection and distribution of dividends   Articles number 4, 12, 13, 15 and 18
(iv)  The transmission of notices, reports and proxy soliciting material   Articles number 11, 15, 16 and 18
(v)   The sale or exercise of rights   Articles number 13, 14, 15 and 18
(vi)  The deposit or sale of securities resulting from dividends, splits or plans of reorganization   Articles number 12, 13, 15, 17 and 18
(vii)  Amendment, extension or termination of the deposit agreement   Articles number 20 and 21
(viii)  Rights of holders of Receipts to inspect the transfer books of the depositary and the list of holders of Receipts   Article number 11
(ix)  Restrictions upon the right to deposit or withdraw the underlying securities   Articles number 2, 3, 4, 5, 6, 8 and 22
(x)   Limitation upon the liability of the depositary   Articles number 14, 18, 21 and 22

3.       Fees and Charges

 

  Articles 7 and 8
  Item - 2. Available Information    
    Public reports furnished by issuer   Article number 11
         
 
 

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item - 3. Exhibits

a.

Form of Amended and Restated Deposit Agreement dated as of March 21, 2017 among SciSparc Ltd. (formerly known as Therapix Biosciences Ltd.), The Bank of New York Mellon, as Depositary, and all Owners and Holders from time to time of American Depositary Shares issued thereunder - Filed herewith as Exhibit 1.1.

Form of Amendment to Deposit Agreement dated as of __________, 2021 among SciSparc Ltd., The Bank of New York Mellon, as Depositary, and all Owners and Holders from time to time of American Depositary Shares issued thereunder - Filed herewith as Exhibit 1.2.

b. Any other agreement to which the Depositary is a party relating to the issuance of the Depositary Shares registered hereby or the custody of the deposited securities represented. - Not Applicable.  
c. Every material contract relating to the deposited securities between the Depositary and the issuer of the deposited securities in effect at any time within the last three years. – See (a) above.
d. Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to legality of the securities to be registered. – Previously filed.  
e. Certification under Rule 466. - Not Applicable.
   

 

Item - 4.

Undertakings

 

(a) The Depositary hereby undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of the ADSs, any reports and communications received from the issuer of the deposited securities which are both (1) received by the Depositary as the holder of the deposited securities, and (2) made generally available to the holders of the underlying securities by the issuer.

 

(b) If the amounts of fees charged are not disclosed in the prospectus, the Depositary undertakes to prepare a separate document stating the amount of any fee charged and describing the service for which it is charged and to deliver promptly a copy of such fee schedule without charge to anyone upon request. The Depositary undertakes to notify each registered holder of an ADS thirty days before any change in the fee schedule.
 
 

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Post-Effective Amendment No. 2 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on July 26, 2021.

 

Legal entity created by the agreement for the issuance of American Depositary Shares for Ordinary Shares of SciSparc Ltd.

By: The Bank of New York Mellon,

As Depositary

 

 

By: /s/ Robert W. Goad

Name: Robert W. Goad

Title: Managing Director

 
 

Pursuant to the requirements of the Securities Act of 1933, SciSparc Ltd. has caused this Post-Effective Amendment No. 2 to the Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized, in Ness-Ziona, Israel on July 26, 2021.

SCISPARC LTD.

 

    By:

/s/ Amitay Weiss

    Name: Amitay Weiss
    Title Chief Executive Officer

 

 

 

Each person whose signature appears below hereby constitutes and appoints Amitay Weiss and Oz Adler, and each of them severally, his true and lawful attorney-in-fact with power of substitution and resubstitution to sign in his name, place and stead in any and all capacities the Registration Statement and any and all amendments thereto (including post-effective amendments) and any documents in connection therewith, and to file the same with the Securities and Exchange Commission, granting unto each of said attorneys full power to act with or without the other, and full power and authority to do and perform, in his name and on his behalf, every act whatsoever which such attorneys, or any one of them, may deem necessary or desirable to be done in connection therewith as fully and to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact, or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities indicated on July 26, 2021.

 

/s/ Amnon Ben Shay

/s/ Amitay Weiss

Amnon Ben Shay Amitay Weiss
Director Chief Executive Officer
  (Principal Executive Officer)
   
   

/s/ Alon Dayan

/s/ Oz Adler

Alon Dayan Oz Adler
Director Chief Financial Officer
  (Principal Financial Officer and Principal
  Accounting Officer)

/s/ Moshe Revach

 
Moshe Revach  
Director  
   
   

/s/ Itschak Shrem

 
Itschak Shrem  
Director  
   
   

/s/ Liat Sidi

 
Liat Sidi  
Director  
   
   

/s/ Lior Vider

 
Lior Vider  
Director  
 
 
 
   
   
   
   
   
   
   
     

SIGNATURE OF AUTHORIZED U.S. REPRESENTATIVE

Pursuant to the requirements of the Securities Act of 1933, as amended, the duly authorized representative in the United States of SciSparc Ltd. has signed this registration statement on July 26, 2021.

 

/s/ Donald J. Puglisi

Name: Donald J. Puglisi
Title: Managing Director, Puglisi & Associates
 
 
 

 

 

INDEX TO EXHIBITS

Exhibit

Number Exhibit

 

1.1 Form of Amended and Restated Deposit Agreement dated as of March 21, 2017 among SciSparc Ltd. (formerly known as Therapix Biosciences Ltd.), The Bank of New York Mellon, as Depositary, and all Owners and Holders from time to time of American Depositary Shares issued thereunder.
   
1.2 Form of Amendment to Deposit Agreement dated as of __________, 2021 among SciSparc Ltd., The Bank of New York Mellon, as Depositary, and all Owners and Holders from time to time of American Depositary Shares issued thereunder
Grafico Azioni Therapix Biosciences (NASDAQ:TRPX)
Storico
Da Mag 2024 a Giu 2024 Clicca qui per i Grafici di Therapix Biosciences
Grafico Azioni Therapix Biosciences (NASDAQ:TRPX)
Storico
Da Giu 2023 a Giu 2024 Clicca qui per i Grafici di Therapix Biosciences