UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549

 

Form 6-K

 

Report of Foreign Private Issuer 

Pursuant to Rule 13a-16 or 15d-16 

Under the Securities Exchange Act of 1934

 

For the month of: September 2020 (Report No. 4)

 

Commission file number: 001- 38041

 

THERAPIX BIOSCIENCES LTD.

(Translation of registrant’s name into English)

 

16 Abba Hillel Road

Ramat Gan 5250608, Israel

(Address of principal executive offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

 

Form 20-F ☒       Form 40-F ☐

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulations S-T Rule 101(b)(1):_____

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulations S-T Rule 101(b)(7):_____

 

 

 

 

 

 

CONTENTS

 

Attached hereto and incorporated by reference herein is the Registrant’s Notice of Special General Meeting of Shareholders, Proxy Statement, Proxy Card and Voting Instruction Card for the Special General Meeting of Shareholders of the Company to be held on Friday, October 16, 2020 (the “Meeting”).

 

Only shareholders of record who hold Ordinary Shares, nominal value NIS 0.10, or American Depositary Shares representing Ordinary Shares, of the Registrant at the close of business on Monday, September 28, 2020, will be entitled to notice of and to vote at the Meeting and any postponements or adjournments thereof.

 

This Report on Form 6-K is incorporated by reference into the registration statements on Form F-3 (File No. 333-225745 and File No. 333-233417) and on Form S-8 (File No. 333-225773) of the Company, filed with the Securities and Exchange Commission, to be a part thereof from the date on which this report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished

 

Exhibits No.     
99.1   Notice and Proxy Statement for the Special General Meeting to be held on October 16, 2020.
     
99.2   Proxy Card for the Special General Meeting to be held on October 16, 2020.
     
99.3   Voting Instruction Card for the Special General Meeting to be held on October 16, 2020 (ADS Holders).

 

1

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  Therapix Biosciences Ltd.
   
Date: September 25, 2020 By /s/ Oz Adler     
  Name: Oz Adler
  Title: Chief Financial Officer

 

 

 

2

 

 

Exhibit 99.1

 

 

 

THERAPIX BIOSCIENCES LTD.

 

NOTICE OF

SPECIAL GENERAL MEETING OF SHAREHOLDERS

 

September 25, 2020

 

Notice is hereby given that the Special General Meeting of the shareholders (the “Meeting”) of Therapix Biosciences Ltd. (the “Company”) will be held at the offices of Meitar Law Offices, 16 Abba Hillel Silver Rd. Ramat Gan 5250608, Israel, on Friday, October 16, 2020 at 8:00 a.m. (Eastern Time) / 3:00 p.m. (Israel time) or depending on developments with respect to the coronavirus (COVID-19) pandemic, we might hold the Meeting virtually on the above date and time instead of in person.

 

The Meeting is being called for the following purpose:

 

To approve an increase to the Company’s share capital and to amend the Company’s Amended and Restated Articles of Association accordingly.

 

The Board of Directors of the Company (the “Board”) recommends that you vote FOR the Proposal, which is described in the attached Proxy Statement.

 

The Company currently is unaware of any other matters that may be raised at the Meeting. Should any other matters be properly raised at the Meeting, the persons designated as proxies shall vote according to their own judgment on those matters.

 

Shareholders of record at the close of trading on Monday, September 28, 2020 (the “Record Date”), are entitled to notice of and to vote at the Meeting, either in person or by appointing a proxy to vote in their stead at the Meeting (as detailed below).

 

The approval of the Proposal to be presented at the Meeting requires the affirmative vote of holders of at least a majority of the Ordinary Shares voted in person or presented by proxy at the Meeting.

 

A form of proxy for use at the Meeting is attached to the Proxy Statement, and a voting instruction form, together with a return envelope, will be sent to holders of American Depositary Shares representing the Company’s Ordinary Shares (“ADS”). By appointing “proxies”, shareholders and ADS holders may vote at the Meeting whether or not they attend. Holders of Ordinary Shares must submit their proxies to the Company’s offices, if a properly executed proxy in the attached form is received by the Company at least four hours prior to the Meeting, all of the Ordinary Shares represented by the proxy shall be voted as indicated on the form. ADS holders should return their voting instruction form by the date set forth therein. Subject to applicable law, in the absence of instructions, the Ordinary Shares represented by properly executed and received proxies will be voted “FOR” the proposed resolution to be presented at the Meeting for which the Board recommends a vote “FOR.” Shareholders and ADS holders may revoke their proxies or voting instruction form (as applicable) at any time before the deadline for receipt of proxies or voting instruction form (as applicable) by filing with the Company (in the case of holders of Ordinary Shares) or with the Bank of New York Mellon (in the case of holders of ADSs) a written notice of revocation or duly executed proxy or voting instruction form (as applicable) bearing a later date.

 

Shareholders registered in the Company’s shareholders’ register in Israel, and beneficial owners who hold their shares through members of the Tel Aviv Stock Exchange (“TASE”) may also (i) vote their shares in person at the Meeting by presenting a certificate of ownership signed by a member of the TASE which complies with the Israel Companies Regulations (Proof of Ownership of Shares for Voting at General Meeting), 5760-2000 as proof of ownership of the shares on the Record Date, or (ii) send such certificate along with a duly executed proxy and including a copy of their identity card, passport or certification of incorporation, as the case may be, to Mr. Oz Adler, Chief Financial Officer, at oz@therapixbio.com, not less than 48 hours prior to the Meeting. In addition, shareholders of record (other than the Bank of New York Mellon) can surrender their shares with the Bank of New York Mellon in order to convert such shares to ADSs and vote as a holder of ADSs with the Bank of New York Mellon, provided such shareholders of record complete such conversion and registration of said shares to ADSs with the Bank of New York Mellon prior to the Record Date.

 

ADS holders should return their proxies by the date set forth on their form of proxy.

 

The Company's management will ensure that the guidelines and instructions of the Israeli government, the Ministry of Health and local authorities are strictly implemented during the Meeting, including with regard to gatherings and social spacing. Shareholders who wish to participate in person or through a designated representative on their behalf are asked to follow the instructions of the Israeli authorities regarding the Covid-19 pandemic.

 

Sincerely,

 

/s/ Amitay Weiss  
Amitay Weiss  
Chief Executive Officer and Director  

 

September 25, 2020

 

 

 

 

 

 

PROXY STATEMENT

 

 

 

THERAPIX BIOSCIENCES LTD.

 

 

 

SPECIAL GENERAL MEETING OF SHAREHOLDERS

 

September 25, 2020

 

The enclosed proxy is being solicited by the board of directors (the “Board”) of Therapix Biosciences Ltd. (the “Company”) for use at the Company’s Special General Meeting of shareholders of the Company (the “Meeting”) to be held on Friday, October 16, 2020 at 8:00 a.m. (Eastern Time) / 3:00 p.m. (Israel time), or at any adjournment thereof, at the offices of Meitar Law Offices, 16 Abba Hillel Silver Rd., Ramat Gan 5250608 or depending on developments with respect to the coronavirus (COVID-19) pandemic, we might hold the Meeting virtually on the above date and time instead of in person. Upon the receipt of a properly executed proxy in the form enclosed, the persons named as proxies therein will vote the ordinary shares, par value NIS 0.10 each, of the Company (the “Ordinary Shares”) covered thereby in accordance with the directions of the shareholders executing the proxy. In the absence of such directions, and except as otherwise mentioned in this proxy statement, the Ordinary Shares represented thereby will be voted in favor of the proposal described in this proxy statement

 

The record date for determining which of the Company’s shareholders is entitled to notice of, and to vote at, the Meeting is established as of the close of trading on Monday, September 28, 2020 (the “Record Date”).

 

INFORMATION CONCERNING VOTING

 

At least two shareholders who attend the Meeting in person or by proxy who hold or represent together at least 15% of the voting rights of the Company’s issued share capital shall constitute a quorum for the Meeting. If within half an hour from the time the Meeting is convened a quorum is not present, the adjourned meeting shall be held three days later, Monday, October 19, 2020 at 8:00 a.m. (Eastern Time) / 3:00 p.m. (Israel time). If a quorum is not present at the adjourned meeting within half an hour from the time appointed for such meeting, any number of shareholders present personally or by proxy shall be deemed a quorum and shall be entitled to deliberate and to resolve in respect of the matter for which the Meeting was convened.

 

You are entitled to vote at the Meeting if you were a shareholder at the close of trading on the Record Date. Subject to the terms described herein, you are also entitled to vote at the Meeting if you held Ordinary Shares through a bank, broker or other nominee which was a shareholder of record of the Company at the close of trading on the Record Date or which appeared in the participant listing of a securities depository on that date.

 

Expenses and Solicitation

 

The Board is soliciting proxies for use at the Meeting. The Company expects to mail this Proxy Statement and the accompanying proxies to ADR holders on or about October 6, 2020. In addition to solicitation of proxies to ADR holders by mail, certain officers, directors, employees and agents of the Company, none of whom shall receive additional compensation therefor, may solicit proxies by telephone or other personal contact. The Company shall bear the cost of the solicitation of the proxies, including postage, printing and handling and shall reimburse the reasonable expenses of brokerage firms and others for forwarding material to beneficial owners of Ordinary Shares or holders of American Depositary Shares (“ADS”).

 

Meeting Agenda

 

In accordance with the Companies Law and regulations promulgated thereunder, any shareholder of the Company holding at least one percent of the outstanding voting rights of the Company for the meeting may submit to the Company a proposed additional agenda item for the meeting, to Mr. Oz Adler, Chief Financial Officer, e-mail address: oz@therapixbio.com, no later than Friday, October 2, 2020. To the extent that there are any additional agenda items that the Board determines to add as a result of any such submission, the Company will publish an updated agenda and proxy card with respect to the Meeting, no later than Monday, October 5, 2020, which will be furnished to the Commission on Form 6-K, and will be made available to the public on the Commission’s website at www.sec.gov.

 

Required Vote and Voting Procedures

 

Pursuant to the Israeli Companies Law, 5799-1999, the Proposal described hereinafter requires the affirmative vote of shareholders present at the Meeting, in person or by proxy, and holding Ordinary Shares of the Company amounting in the aggregate to at least a majority of the votes actually cast by shareholders with respect to such Proposal.

 

THE BOARD RECOMMENDS THAT YOU VOTE “FOR” THE PROPOSAL.

 

2

 

 

PROPOSAL

 

APPROVAL OF INCREASE TO THE COMPANY’S SHARE CAPITAL AND

TO AMEND THE COMPANY’S AMENDED AND RESTATED ARTICLES OF ASSOCIATION ACCORDINGLY

 

The Company’s authorized share capital is currently NIS 1,500,000,000, consisting of 15,000,000,000 Ordinary Shares. Following additional review and examination, our Board believes that the recent increase in the Company’s share capital was not sufficient and in order to ensure that the Company will be able to raise adequate capital for the Company’s business it is necessary to approve an additional increase to the Company’s share capital.

 

Therefore, at the Meeting, shareholders will be asked to approve an amendment to share capital of the Company and to amend Section 5[a] of the Company’s Amended and Restated Articles of Association as follows (additions are bold and underlined, and deletions are struck through):

 

“[a]  The Company’s Share Capital is NIS 3,600,000,0001,500,000,000 (threeone billion sixfive hundred million New Israeli Shekels), divided into 36,000,000,00015,000,000,000 (thirty-sixfifteen billion) Ordinary Shares of NIS 0.1 par value each (hereinafter in these Articles: the “Shares” or the “Ordinary Shares”).”

 

Section 5[a] will be further amended following the reverse split of the Company’s outstanding Ordinary Shares by a ratio of up to 20:1 (the “Reverse Split”) approved by the shareholders at the special general meeting of shareholders held on September 17, 2020 that also authorized the Board to decide on the ratio of the Reverse Split and the date to implement the Reverse Split.

 

The shareholders of the Company are requested to adopt the following resolution:

 

“RESOLVED, to approve an increase to the Company’s share capital and to amend the Company’s Amended and Restated Articles of Association accordingly, as detailed in the Proxy Statement, dated September 25, 2020.”

 

The Board recommends a vote FOR the above Proposal.

 

3

 

 

WHERE TO FIND MORE INFORMATION

 

We are subject to the informational requirements of the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”), as applicable to foreign private issuers. Accordingly, we file reports and other information with the SEC.

 

All documents which we will file on the Commission’s EDGAR system will be available for retrieval on the SEC’s website at www.sec.gov and the Company’s website at www.therapixbio.com. Shareholders may obtain information directly from the Company by contacting the Company's Chief Financial Officer, Mr. Oz Adler, at oz@therapixbio.com.

 

As a foreign private issuer, we are exempt from the rules under the Exchange Act prescribing certain disclosure and procedural requirements for proxy solicitations. In addition, we are not required under the Exchange Act to file periodic reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act. The Notice of the Special General Meeting of Shareholders and the Proxy Statement have been prepared in accordance with applicable disclosure requirements in the State of Israel.

 

YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROXY STATEMENT OR THE INFORMATION FURNISHED TO YOU IN CONNECTION WITH THIS PROXY STATEMENT WHEN VOTING ON THE MATTER SUBMITTED TO SHAREHOLDER APPROVAL HEREUNDER. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION THAT IS DIFFERENT FROM WHAT IS CONTAINED IN THIS DOCUMENT. THIS PROXY STATEMENT IS DATED SEPTEMBER 25, 2020. YOU SHOULD NOT ASSUME THAT THE INFORMATION CONTAINED IN THIS DOCUMENT IS ACCURATE AS OF ANY DATE OTHER THAN SEPTEMBER 25, 2020, AND THE MAILING OF THIS DOCUMENT TO SHAREHOLDERS SHOULD NOT CREATE ANY IMPLICATION TO THE CONTRARY.

 

Your vote is important! Shareholders are urged to complete and return their proxies promptly in order to, among other things, ensure action by a quorum and to avoid the expense of additional solicitation. If the accompanying proxy is properly executed and returned in time for voting, and a choice is specified, the shares represented thereby will be voted as indicated thereon. IF NO SPECIFICATION IS MADE, THE PROXY WILL BE VOTED IN FAVOR OF THE PROPOSAL DESCRIBED IN THIS PROXY STATEMENT. Shareholders who hold shares of the Company through members of the Tel Aviv Stock Exchange and who wish to participate in the Meeting, in person or by proxy, may also (i) vote their shares in person at the Meeting by presenting a certificate of ownership signed by a member of the TASE which complies with the Israel Companies Regulations (Proof of Ownership of Shares for Voting at General Meeting), 5760-2000 as proof of ownership of the shares on the Record Date, or (ii) send such certificate along with a duly executed proxy and including a copy of their identity card, passport or certification of incorporation, as the case may be, to Mr. Oz Adler, Chief Financial Officer, at oz@therapixbio.com, not less than 48 hours prior to the Meeting.

 

By Order of the Board of Directors

 

Therapix Biosciences Ltd.

 

September 25, 2020

 

 

4

 

 

Exhibit 99.2

 

 

 

THERAPIX BIOSCIENCES LTD.

 

PROXY

 

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

 

The undersigned hereby appoints, Mr. Amitay Weiss, the Company’s Chief Executive Officer, and Mr. Oz Adler, the Company’s Chief Financial Officer, each of them, agents and proxies of the undersigned, with full power of substitution to each of them, to represent and to vote on behalf of the undersigned all the Ordinary Shares of Therapix Biosciences Ltd. (the “Company”) which the undersigned is entitled to vote at the Special General Meeting of Shareholders (the “Meeting”) to be held at Meitar Law Offices, 16 Abba Hillel Silver Rd. Ramat Gan 5250608, Israel, on October 16, 2020, at 8:00 a.m. (Eastern Time) / 3:00 p.m. (Israel time) or depending on developments with respect to the coronavirus (COVID-19) pandemic, we might hold the Meeting virtually on the above date and time instead of in person, and at any adjournments or postponements thereof, upon the following matter, which is more fully described in the Notice of the Meeting and Proxy Statement relating to the Meeting.

 

This Proxy, when properly executed, will be voted in the manner directed herein by the undersigned. If no direction is made with respect to any matter, this Proxy will be voted FOR the Proposal described in the Proxy Statement. Any and all proxies heretofore given by the undersigned are hereby revoked.

 

(Continued and to be signed on the reverse side)

 

 

 

 

SPECIAL GENERAL MEETING OF SHAREHOLDERS OF

THERAPIX BIOSCIENCES LTD.

 

TO BE HELD ON OCTOBER 16, 2020

 

PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE

MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE ☒

 

1. To approve an increase to the Company’s share capital and to amend the Company’s Amended and Restated Articles of Association accordingly, as detailed in the Proxy Statement, dated September 25, 2020.

 

☐     FOR     ☐     AGAINST     ☐     ABSTAIN

 

In their discretion, the proxies are authorized to vote upon such other matters as may properly come before the Meeting or any adjournment or postponement thereof.

 

_____________ _____________ _____________
NAME SIGNATURE DATE
_____________ _____________ _____________
NAME SIGNATURE DATE

 

Please sign exactly as your name appears on the Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, trustee or guardian, please give full title as such. If the signed is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.

 

 

 

 

 

Exhibit 99.3