Exhibit 99.1

THERAPIX BIOSCIENCES LTD.

NOTICE OF

ANNUAL AND SPECIAL GENERAL MEETING OF SHAREHOLDERS

June 23, 2020

Notice is hereby given that the Annual and Special General Meeting of the shareholders (the “Meeting”) of Therapix Biosciences Ltd. (the “Company”) will be held at the offices of the Company at 4 Ariel Sharon Street, HaShahar Tower, 16^th Floor, Givatayim 5320047, Israel, on Tuesday, July 28, 2020 at 9:00 a.m. (Eastern Time) / 4:00 p.m. (Israel time).

The Meeting is being called for the following purposes:

The Board of Directors recommends that you vote in favor of the Proposals 1 through 7, which are described in the attached Proxy Statement and vote against Proposal 8.

Shareholders of record at the close of trading on July 7, 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).

Each of Proposals 1, 2, 3, 4, 6, 7 and 8 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 by proxy at the Meeting; Proposal 5 requires the affirmative vote of at least a majority of the Ordinary Shares voted in person or by proxy at the Meeting, as long as either: (1) the majority of Ordinary Shares that voted for the approval of the respective proposal includes at least a majority of the shares held by non-controlling or disinterested shareholders voted at the Meeting (excluding abstaining votes); or (2) the total number of shares of shareholders referred to in sub-section 1 above that voted against the approval of the respective proposal does not exceed 2% of the aggregate voting rights in the Company. In the counting of the votes of the aforesaid shareholders voting, abstaining votes shall not be taken into account;

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. 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 resolutions to be presented at the Meeting for which the Board of Directors 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 the Company’s Registered Address, Attention: Mr. Oz Adler, 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.

Disclosure Regarding Compensation

Information about the compensation granted to the Company’s four most highly compensated officers (in the absence of five such officers as prescribed under the Israeli Companies Law and regulations promulgated therein) during or with respect to the year ended December 31, 2019 can be found under Item 6.B. (page 82) of the Company’s Annual Report on Form 20-F for the year ended December 31, 2019 filed with the Securities and Exchange Commission on June 15, 2020.

Sincerely,

June 23, 2020

PROXY STATEMENT

THERAPIX BIOSCIENCES LTD.

ANNUAL AND SPECIAL GENERAL MEETING OF SHAREHOLDERS

June 23, 2019

The enclosed proxy is being solicited by the board of directors (the “Board of Directors”) of Therapix Biosciences Ltd. (the “Company”) for use at the Company’s Annual and Special General Meeting of shareholders of the Company (the “Meeting”) to be held on Tuesday, July 28, 2020 at 9:00 a.m. (Eastern Time) / 4:00 p.m. (Israel time), or at any adjournment thereof, at the offices of the Company at 4 Ariel Sharon Street, HaShahar Tower, 16th Floor, Givatayim 5320047, Israel. 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 New Israeli Shekels (“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 July 7, 2020 (the “Record Date”).

INFORMATION CONCERNING VOTING

At least three shareholders who attend the Meeting in person or by proxy who hold or represent together at least 30% 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 one week later, Tuesday, August 4, 2020 at 9:00 a.m. (Eastern Time) / 4:00 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. Abstentions and broker non-votes are counted as Ordinary Shares present for the purpose of determining a quorum.

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.

Pursuant to the Israeli Companies Law, 5799-1999 (the “Israeli Companies Law”), each of Proposals 1, 2, 3, 4, 6 7 and 8 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 proposals (a “Simple Majority”). Proposal 5 requires the affirmative vote of at least a majority of the Ordinary Shares voted in person or by proxy at the Meeting, as long as either: (1) the majority of Ordinary Shares that voted for the approval of the respective proposal includes at least a majority of the shares held by non-controlling or disinterested shareholders voted at the Meeting (excluding abstaining votes); or (2) the total number of shares of shareholders referred to in sub-section 1 above that voted against the approval of the respective proposal does not exceed 2% of the aggregate voting rights in the Company. In the counting of the votes of the aforesaid shareholders voting, abstaining votes shall not be taken into account; (a “Special Majority”).

PROPOSAL 1

RE-ELECTION OF DIRECTORS;

The Company’s Board of Directors has nominated the current directors named below for re-appointment as directors to serve for an additional term, commencing on the date of the Meeting until the Company’s next annual general meeting of the Company’s shareholders. In the absence of instructions to the contrary, the persons named in the enclosed proxy will vote the Ordinary Shares represented thereby “FOR” the election of each of the directors listed below. If any of such directors is unable to serve, the persons named in the proxy shall vote the Ordinary Shares for the election/re-election of such other nominee/director as the Board of Directors may propose.

As required by the Israeli Companies Law and the regulations promulgated thereunder, each director candidate has attested to the Board of Directors and the Company that he meets all the requirements in connection with the appointment of directors of publicly traded companies. As required by the Israeli Companies Law, all director candidates have declared in writing that they possess the requisite criteria, skills and expertise, as well as sufficient time, to perform their duties as a director of the Company.

The Company’s Articles of Association provide that the number of directors shall be set by the general meeting of the shareholders provided that it will consist of not less than three and not more than twelve directors. The current Board of Directors consists of six members, of which Dr. Shmulewitz and Mr. Simes are Board members which were elected at the previous annual general meeting of the Company, and the rest of the four directors, consisting of Mr. Bar-Lev (who also serves as the Company’s Chief Executive Officer), Mr. Violette, Prof. Shamiss and Mr. Webber, are newly appointed board members who were appointed to fill vacancies as of during end of February and through the beginning of May 2020 (the “Newly Appointed Directors”).

If re-elected or elected pursuant to this proposal, each director will continue to be party, or become a party (subject to Proposal 7), to an indemnification agreement and exculpation agreement with the Company in the form of indemnification letter and exculpation letter which were entered into in connection with the consummation of the Company’s U.S. initial public offering and listing on the Nasdaq Stock Market, to be entered into by the Company with directors serving from time to time in such capacity. Each director will continue to be insured under the Company’s directors’ and officers’ on-going insurance coverage policy in effect from time to time, which provides coverage for all directors and other officers of the Company. 

In addition, each director (including each of the Newly Appointed Directors) will continue to receive cash participation compensation and annual compensation in accordance with the Israeli Companies Regulations (Reliefs to Public Companies which Shares are Traded on an Exchange Outside of Israel), 5760-2000, with reference to the Israeli Companies Regulations (Rules concerning Compensation and Expenses of an External Director), 5760-2000, and in accordance with the Company’s compensation policy (the “Compensation Policy”). The amount to be paid to each acting director is NIS 120,000 (approximately $34,814 as of June 22, 2020), and is the same for all directors in the Company, both independent and non-independent. Those amounts have been approved to each of the Company’s current serving directors and for the new director. 

To date, Mr. Simes, Mr. Violette, Prof. Shamiss and Mr. Webber (and also Mr. Bar-Lev until appointed our CEO) were designated by the Company’s Board of Directors and found to be qualified as independent directors, as such term is defined under the Securities and Exchange Commission (the “SEC”) guidelines and Nasdaq Rules. Although we currently maintain a majority of independent directors on the Company’s Board, we do not guarantee that this state of affairs will continue in the future.

The following provides certain relevant information concerning the directors, including their principal occupations during at least the past five years.

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

“RESOLVED, to re-elect Dr. Ascher Shmulewitz, Gilad Bar-Lev, Stephen M. Simes, Todd Violette, Prof. Ari Shamiss, and Arye Webber, as directors of the Company until the next annual general meeting of Shareholders or until their respective successors are duly elected and qualified, or until any of their earlier resignation or removal, if Proposal 4 is approved, until each of his term expires in accordance with his class.”

The appointment of each director candidate, as mention above, requires the affirmative vote of a Simple Majority (as defined in this proxy statement).

The election of each director shall be voted separately.

The Board of Directors recommends a vote FOR the re-election of each of the directors until the next annual general meeting of the Company’s shareholders, or, if Proposal 4 is approved, until each of his term expires in accordance with his class.

PROPOSAL 2

APPOINTMENT OF INDEPENDENT PUBLIC AUDITOR

EY Israel - Kost Forer Gabbay & Kasierer, Certified Public Accountants (Isr.), a member firm of EY Global (“EY”), have audited the Company’s financial statements during the last nine years and will be auditing the Company’s financial statements for the year 2020. Except as the Company’s auditors, there is no other affiliation between such firm and the Company.

Shareholders are being asked to re-appoint EY as the Company’s independent registered public accounting firm for the year 2020 and until the next annual general meeting, to audit the financial statements of the Company ending December 31, 2020 (and any review any interim financial statements and any other supplementary services during the fiscal year 2020) and to authorize the Company’s Board of Directors to determine its compensation with respect to such services.

Except under certain circumstances, the Israeli Companies Law requires shareholder approval of the appointment of the Company’s independent public accountants for each fiscal year. The Board of Directors believes, pursuant to the Audit Committee’s recommendation, that the appointment of EY as the Company’s independent registered public accounting firm for the year 2020 and until the next annual general meeting, and to perform the audit of the Company’s financial statements for the fiscal year ending December 31, 2020 (and including review of any interim financial statements and any other supplementary services during the fiscal year 2020 ), and authorizing the Company’s Board of Directors to determine their remuneration for the audit and any other supplementary services during said periods, is appropriate and in the best interest of the Company and its shareholders.

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

“RESOLVED, to re-appoint EY as the Company’s independent registered public accounting firm for the year 2020 and until the next annual general meeting, to audit the financial statements of the Company ending December 31, 2020 (and review any interim financial statements and any other supplementary services during the fiscal year 2020) and to authorize the Company’s Board of Directors to determine their compensation for the audit and any other supplementary services for said periods in accordance with the scope and nature of their services.”

The appointment of EY requires the affirmative vote of a Simple Majority (as defined in this proxy statement).

The Board of Directors recommends a vote FOR the above proposal.

PROPOSAL 3

APPROVAL OF INCREASE OF AUTHORIZED AND REGISTERED SHARE CAPITAL AND

AMENDMENT OF THE ARTICLES OF ASSOCIATION ACCORDINGLY

Under the Company’s current Articles of Association, the Company’s authorized and registered share capital is NIS 100,000,000 divided into 1,000,000,000 Ordinary Shares, and in term of ADS – equivalent to 25,000,000 ADSs (each ADS represents 40 Ordinary Shares). As of June 22, 2020, the Company has allocated (on a fully diluted basis) 16,526,250 ADSs of the Company’s 25,000,000 ADSs authorized under our Articles of Association (or 1,000,000,0000 in terms of Ordinary Shares) share capital (such number includes the grant of options to purchase 976,076 ADSs under the Company’s ESOP, and warrants and other convertible instruments to purchase 1,462,137 ADSs, leaving only 8,473,750 ADSs (338,950,012 in terms of Ordinary Shares) unallocated for potential issuance.

It is proposed to increase the Company’s authorized number of ADSs (represented by Ordinary Shares under our Articles of Association) by 225,000,000 additional ADSs (which is an increase of 9 billion Ordinary Shares) (the “Capital Increase”) and to amend the Company’s Articles of Association accordingly to reflect the Capital Increase (in terms of Ordinary Shares). As a result, immediately following the Capital Increase, if approved at the Meeting, the Company’s maximum authorized amount of ADSs allowed for issuances and allocations will be 250,000,000 ADSs.

The proposal to increase the authorized share capital of the Company is designed to enable us to have sufficient authorized share capital to allow us to meet the Company’s future business needs as they arise, taking into consideration the low market share price of the Company, on an average basis, during 2019. These needs could include, among other things, the sale of shares in public and private offerings to raise additional capital, the use of shares for establishment of strategic relationships with other companies or acquisitions, the use of shares for various equity compensation and other employee benefit plans and arrangements, the declaration of share splits, and other bona fide corporate purposes. In addition, the increase in the authorized share capital of the Company could, under certain circumstances, have an anti-takeover effect by, for example, allowing issuance of shares that would dilute the share ownership of a person seeking to effect a change in the composition of the Board of Directors or contemplating a tender offer or other similar transaction. However, this proposal is not being (and was not) made in response to any effort of which the Company is aware to accumulate ADSs or obtain control of the Company.

The possible future issuance of equity securities consisting of Ordinary Shares or securities convertible into Ordinary Shares could affect the Company’s current shareholders in a number of ways, including the following: (i) diluting the voting power of the current holders of Ordinary Shares; (ii) diluting the market price of the Ordinary Shares, to the extent that the new Ordinary Shares are issued and sold at prices below current trading prices of the existing Ordinary Shares, or if the issuance consists of equity securities convertible into Ordinary Shares, to the extent that the securities provide for the conversion into Ordinary Shares at prices that could be below current trading prices of the Ordinary Shares; and (iii) diluting the book value per share of the outstanding Ordinary Shares.

Accordingly, the Board of Directors has approved, and recommends that shareholders approve, the Capital Increase and to amend the Company’s Articles of Association accordingly to reflect the Capital Increase.

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

“RESOLVED, to approve the Capital Increase, such that the Company’s authorized and registered share capital, in terms of Ordinary Shares, would be equivalent to 250,000,000 ADSs, and that the authorized and registered share capital of the Company under the Articles of Association will be respectively adjusted, as set forth and prescribed under the amended Articles of Association, a copy of which is attached to this Proxy Statement.”

The approval of this proposal, as described above, requires the affirmative vote of a Simple Majority (as defined in this proxy statement).

The Board of Directors recommends a vote FOR the above proposal.

PROPOSAL 4

TO ADOPT THE AMENDED AND RESTATED ARTICLES OF ASSOCIATION OF THE COMPANY

On May 8 and on June 21, 2020, the Company’s Board of Directors approved, and recommended that the Company’s shareholders approve, to replace the Company’s current articles of association with the amended and restated articles of association, in the form attached hereto as Exhibit A (the “Amended Articles”).

The Amended Articles includes the following changes to the current Articles of Association:

Quorum (Section 16(b))

Our current Articles of Association prescribe that at least three shareholders who attend the general meetings of our shareholders in person or by proxy, who hold or represent together at least 30% of the voting rights of the Company’s issued share capital, shall constitute a quorum for any such meetings.

According to the Amended Articles, at least five shareholders who attend the Meeting in person or by proxy who hold or represent together at least 40% of the voting rights of the Company’s issued share capital shall constitute a quorum for the Meeting.

Considering our current shareholders’ ownership structure, in which a minority shareholder can effectively take control over and effectively control our general meetings of shareholders, our Board of Directors believes that given the Company’s ownership structure and the participation rates in recent shareholders meetings including considering the Company’s share price, the proposed increase of the required quorum of general meetings is necessary and reasonable to enable more stability in our shareholders general meetings’ decision taking (the adjourned meeting will continue to be handled in any quorum never the less).

Staggered Board of Directors (Section 20(b))

The Amended Articles provide for a split of the Board of Directors into three classes with staggered three-year terms. At each annual general meeting of the Company’s shareholders, the election or re-election of directors (other than external directors, if any) following the expiration of the term of office of the directors of that class of directors will be for a term of office that expires on the third annual general meeting following such election or re-election, such that from the annual general meeting of 2021 and thereafter, each year the term of office of only one class of directors will expire.

The Company’s Board of Directors believes that given the current status of the Company and its current cash position and due to the fact that the Company does not have a controlling shareholder, except that evidently and effectively our shareholders, L.I.A. Pure Capital Ltd. (“Pure Capital”) (see Proposal 8 below), might be considered to be holding effectively a controlling interest in the Company, and , in the opinion of the Board it is imperative to ensure that the Board of Directors, which consists of a majority of independent directors, has the means to promote the interests of the Company and its shareholders as a whole in the long-term, including by allowing a staggered board formation. Furthermore, the implementation of the staggered board could prevent a potential hostile takeover by delaying the ability of opportunists shareholders to change the structure of the Company’s Board of Directors, thus providing the Company’s management with a better starting position in any future possible discussions with such potential opportunist shareholder.

If approved at the Meeting, the Company’s directors (other than external directors, if any and when applicable), if elected and re-elected, as applicable, will be divided among the three classes as follows:

Class I - Mr. Violette and Mr. Simes if re-appointed as set forth in Proposal No. 1 herein, will be each classified as a Class I director and their respective terms will expire at our annual general meeting of shareholders to be held in 2021;

Class II - Dr. Shmulewitz and Mr. Webber if re-appointed as set forth in Proposal No. 1 herein, will be each classified as a Class II director and their respective terms will expire at our annual general meeting of shareholders to be held in 2022; and

Class III - Mr. Bar-Lev and Prof. Shamiss if re-appointed as set forth in Proposal No. 1 herein, will be each classified as a Class III director and their respective terms will expire at our annual general meeting of shareholders to be held in 2023.

Further, according to the Amended Articles, amending the provisions included therein and related to the staggered Board of Directors mechanism will require an affirmative vote of 65% of the voting power represented at a general meeting of shareholders and voting thereon, provided that such majority constitutes more than 33.33% of the Company’s then total issued and outstanding share capital.

In the event the aforesaid proposal is not adopted at the Meeting, the members of the Board of Directors as set forth herein will hold office until the close of the next annual general meeting of the Company.

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

“RESOLVED, to adopt the Amended Articles, in the form attached as Exhibit A to the Proxy Statement.”

The approval of this proposal, as described above, requires the affirmative vote of a Special Majority (as defined in this proxy statement).

The Board of Directors recommends a vote FOR the above proposal. 

PROPOSAL 5

APPROVAL OF: (A) THE CHIEF EXECUTIVE OFFICER’S EMPLOYMENT AGREEMENT, AND (B) UPDATING THE CHIEF FINANCIAL OFFICER’S EMPLOYMENT AGREEMENT

Mr. Gilad Bar-Lev, who has served as a director of the Company since February 28, 2020, was appointed by the Company’s Board of Directors as the Company’s Chief Executive Officer on April 28, 2020, following a long search for a Chief Executive Officer. Mr. Bar-Lev replaced the Company’s executive chairman of the Board of Directors, Dr. Ascher Shmulewitz, at his position as the interim Chief Executive Officer of the Company.

Mr. Bar Lev’s current terms of employment as the Company’s Chief Executive Officer are essentially similar to those of the previous Chief Executive Officer, who has served on a permanent basis (that is, not temporarily), and have been approved by the Company’s Compensation Committee Board of Directors, using existing relief available under Israeli law providing for mitigation of the approval process of the terms of employment of the Chief Executive Officer between the appointment by the Company’s Board of Directors and until the date of the meeting of the Company’s general meeting of shareholders, during which the Company’s Chief Executive Officer was not compensated for his role and duties as a director.

The Company now seeks to approve the engagement with Mr. Bar-Lev under his employment agreement (the “CEO Employment Agreement”), with the following principal terms:

The main terms under the CEO Employment Agreement that differ materially from the terms of the previous Chief Executive Officer’s terms mainly with respect to the monthly salary which is approximately 1.8 times higher than the salary of the former Chief Executive Officer of the Company.

Accordingly, the Company’s Compensation Committee and Board of Directors have approved, on April 21, 2020, May 8, 2020 and June 21, 2020, and recommend that the Company’s shareholders approve the CEO Employment Agreement, in accordance with the Israeli Companies Law and the regulations promulgated therewith, as of May 6, 2020.

In addition, the Company’s Compensation Committee and Board of Directors have approved that for as long as Mr. Bar-Lev is also employed as our CEO and is being compensated for his services in that capacity, Mr. Bar-Lev will not be compensated with the Company’s standard total annual directors’ fees of NIS 120,000 (the “Director’s Fees”), in accordance with our Compensation Policy.

The brief overview above of Mr. Bar-Lev’s terms is qualified in its entirety by reference to the full text of the CEO Employment Agreement, which is attached hereto as Exhibit B1.

In addition, Mr. Oz Adler, who has served as our Chief Financial Officer since 2017, and his term of employment were not changed during these periods. The Company now seeks to update the engagement with Mr. Adler under his employment agreement (the “CFO Employment Agreement”), with the following principal terms:

Accordingly, the Company’s Compensation Committee and Board of Directors have approved, on June 21, 2020 and recommend that the Company’s shareholders approve the CFO Employment Agreement, in accordance with the Israeli Companies Law and the regulations promulgated therewith, as of May 6, 2020.

The Company’s Board of Directors and Management relied, among other things, on a 2016 comparison work performed by specialized advisors which purpose was to assess the Company's executives’ salaries and applicable compensation components’ benchmarks.

The brief overview above of Mr. Adler updated terms is qualified in its entirety by reference to the full text of the CFO Employment Agreement – Amendment no. 4, which is attached hereto as Exhibit B2.

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

“RESOLVED, to approve: (a) the CEO Employment Agreement with Mr. Gilad Bar-Lev, as the Company’s Chief Executive Officer, in the form attached as Exhibit B1 to the Company’s Proxy Statement (including any non-material changes thereto), effective as of May 6, 2020,; and (b) the CFO Employment Agreement with Mr. Oz Adler, in the form attached as Exhibit B2 to the Company’s Proxy Statement (including any non-material changes thereto), effective as of May 6, 2020.”

The approval of this proposal, as described above, requires the affirmative vote of a Special Majority (as defined in this Proxy Statement).

The Board of Directors recommends a vote FOR the above proposal.

PROPOSAL 6

AMENDMENT OF TERMS OF OFFICE OF THE COMPANY’S NEW DIRECTORS

The Board of Directors deems it desirable to revise and include, under the terms of office and terms of employment of each of the Company’s Newly Appointed Directors, (as was approved by the Company’s shareholders on January 15, 2020 for the rest of the then directors and the Company’s management), a specific provision regarding a special bonus in the event of a merger transaction (the “M&A Provision”), which would read as follows:

“Special Bonus in case of an Transaction: A special bonus regarding a Transaction may be granted, under which, if following the completion of a Transaction (as defined below), the Company would have an average cumulative market value on Nasdaq or on any other national, territorial, provincial and federal exchange (“Main Exchange”), over a consecutive period of at least three months from the closing date of such Transaction, of (at least) the higher between (i) twice its value on Nasdaq on the date of the Transaction and (ii) twice its value as determined under the Transaction agreement; and in any case not less than $30 million, then the Compensation Committee followed by the Board of Directors may decide at their discretion to grant you a special one-time bonus for exceptional achievements and performance in the framework of executing a Transaction (as defined below) (the “Special Bonus”), subject to the following: (i) The amount of such bonus shall be calculated in the aggregate, I.e. - to include any and all other such Special Bonuses granted to other officers and/or employees of the Company (the “Special Bonus Amount”); (ii) Any such Special Bonus shall be paid with the same type of consideration (cash and/or cash equivalents) as used as consideration for the Company itself under that same Transaction (as defined below), and to the extent possible; (iii) The amount of the Special Bonus Amount (if at all) will be determined and distributed at the Chief Executive Officer’s discretion and to the extent required, also subject to the approval of the Compensation Committee and the Board of Directors; and (iv) For the avoidance of doubt, the forgoing does not entitle you a prima-facia right to receive such Special Bonus, which remains at the sole discretion of the Chief Executive Officer (and to the extent required, also the Compensation Committee’s and Board of Directors’) and shall not be considered part of your salary or fees owed to you.

“Transaction” shall mean a definitive agreement pertaining to a merger or acquisition transaction between the Company and a third party or a Change of Control Event.

A “Change in Control Event” shall mean: (i) consummation of a purchase by, or merger, acquisition, reorganization or consolidation with one or more entities in which: (a) the Company is not the surviving entity, or (b) the voting securities of the Company outstanding immediately before the transaction constitute less than a majority of the voting power of the voting securities of the Company or the surviving entity outstanding immediately after the transaction, or which creates a ‘Controlling Shareholder’ (as such term is defined under section 268 to the Israeli Companies Law; or (ii) the sale or disposition of all or substantially all of the Company’s assets.”

The Compensation Policy permits the granting of such M&A Provision to the Company’s directors and officers. Any such engagement with the New Directors shall be deemed to include such M&A Provision.

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

“RESOLVED, to approve the inclusion of the M&A Provision regarding a bonus in the event of a Transaction in any and all such engagements between the Company and the New Directors, in a manner that any such engagement shall be deemed to include such M&A Provision.”

The approval of this proposal, as described above, requires the affirmative vote of a Simple Majority (as defined in this proxy statement).

The Board of Directors recommends a vote FOR the above proposal.

PROPOSAL 7

INDEMNIFICATION AND EXCULPATION LETTERS TO THE NEW DIRECTORS

Each of the Company’s directors is entitled, during and for their office as directors, in addition to customary director and officer insurance, to the Company’s standard indemnification and exculpation agreements, subject to the Company’s shareholders’ approval. Except for the New Directors, all of the Company’s directors and officers have been granted the Company’s standard indemnification and exculpation agreements.

Similar to the rest of the directors currently serving on the Board, if re-elected or elected pursuant to proposal 1, each New Director will be granted an indemnification and exculpation agreements, in the form of indemnification letter and exculpation letter which were entered into in connection with the consummation of the Company’s U.S. initial public offering and listing on Nasdaq, to be entered into by the Company with directors serving from time to time in such capacity. The form of the indemnification letter was filed as Exhibit 4.12 to the Annual Report on Form 20-F filed by the Company with the SEC and the Israel Securities Authority (“ISA”) on May 1, 2017. The form of the exculpation letter was filed as Exhibit 10.13 to the Company’s Registration Statement on Form F-1 filed by the Company with the SEC and ISA on November 4, 2016.

Said indemnification and exculpation agreements shall be in effect as of the start of their term as directors. Notwithstanding, each New Director is (and will continue to be) insured under the Company’s directors’ and officers’ insurance coverage policy which provides coverage for all directors of the Company.

Following approval by the Company’s Compensation Committee, the Company’s Board of Directors resolved, subject to shareholders’ approval, to approve grant of indemnification and exculpation agreements, as described above.

The Company’s shareholders are requested to adopt the following resolution:

“RESOLVED, to approve that each of the Newly Appointed Directors (namely Mr. Gilad Bar-Lev, Mr. Todd Violette, Prof. Ari Shamiss and Mr. Arye Webber) shall be entitled, from the beginning and for the duration of their office as Company’s directors, to the Company’s standard indemnification and exculpation letters, in accordance with the Compensation Policy.”

The approval of this proposal, as described above, requires the affirmative vote of a Simple Majority (as defined in this proxy statement).

The Board of Directors recommends a vote FOR the above proposal.

PROPOSAL 8

Proposal of pure capital - REMOVAL AND ELECTION OF DIRECTORS

Pure Capital’s directors’ nominees & Position Statement. The Company’s 6.2% shareholder, Pure Capital, has requested that the Company’s shareholders consider replacing the Company’s entire Board of Directors with its director nominees.

Pure Capital’s Position Statement and accompanying alternative updated proxy agenda is attached to this proxy statement as Exhibit C.

The Meeting is of particular importance to all of the Company’s shareholders because the Pure Capital proposals described in the accompanying Position Statement (the “Pure Capital Position Statement”) entail the removal of the Company’s entire Board of Directors, two members of which were elected by you at the Company’s 2019 annual general meeting of shareholders and four others are newly appointed board members who were elected to fill vacancies during February to May 2020 by our Board of Directors, and since the Company’s Board has been steering the Company successfully and safely steering the Company through the turmoil of the Coronavirus pandemic. 

The Pure Capital Position Statement also includes a proposal to fill all vacancies created by such removal with six individuals recommended solely by the Pure Capital. In short, the Pure Capital Position Statement requires you to decide whether to turn over control of your Company to persons hand-picked by Pure Capital

The Company’s Board of Directors Position Statement rejecting its request and refuting its allegations is attached as well to this proxy statement as Exhibit D (the “Board of Directors Position Statement”).

The Board of Directors strongly believes that the Pure Capital Position Statement seeking to remove and replace the Company’s entire Board is NOT in the best interests of our shareholders, as further stated in our statement position as described in the Company’s Board of Directors Position Statement.

We urge each of the Company’s shareholders to review the Board of Directors Position Statement and contact the Company’s Executive Chairman and and/or Chief Executive Officer with any questions regarding the Board of Directors Position Statement.

In the absence of instructions to the contrary, the persons named in the enclosed proxy will vote the Ordinary Shares represented thereby “Against” the election of each of the directors named by Pure Capital.

The Company’s shareholders are requested by Pure Capital to adopt the following resolution:

“RESOLVED, to remove from office, immediately upon the closing of the Meeting, each of the currently serving directors of the Company, including Dr. Ascher Shmulewitz, Gilad Bar-Lev, Stephen M. Simes, Todd Violette, Prof. Ari Shamiss, and Arye Webber, and to appoint as directors of the Company each of Messrs Itschak Shrem, Amitai Weiss, Lior Amit, Lior Vider, Moshe Revach and Ms. Liat Sidi, to serve as members of the board of directors of the Company until the next annual general meeting of shareholders and until their successors have been duly elected and qualified, as set forth by Pure Capital in the accompanying alternative proxy agenda attached to the Pure Capital Position Statement.”

The approval of this proposal, as described above, requires the affirmative vote of a Simple Majority (as defined in this proxy statement).

The Board of Directors UNANIMOUSLY recommends a vote AGAINST the above proposal. 

PROPOSAL 9

REVIEW OF THE COMPANY’S ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE
YEAR ENDED DECEMBER 31, 2019

Pursuant to the Israeli Companies Law, the Company is required to present to the Company’s shareholders at each shareholders’ annual general meeting, the Company’s financial statements for each calendar year ended December 31 of the previous year.

The audited financial statements of the Company for the fiscal year ended December 31, 2019 were filed together with the Company’s Annual Report on Form 20-F, which was filed on June 15, 2020 with the SEC and is available at the SEC’s website, www.sec.gov, and are available on the Company’s website at the following address: http://therapix.investorroom.com/SEC-Filings.

The contents of the Company’s and SEC’s websites are not part of this proxy.

At the Meeting, shareholders will have an opportunity to review, ask questions and comment on the Company’s audited consolidated financial statements for the year ended December 31, 2019.

This agenda item will not involve a vote by the shareholders, and accordingly there is no proposed resolution.

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 SEC’s EDGAR system will be available for retrieval on the SEC’s website at http://www.sec.gov and the Company’s website at www.therapixbio.com. Shareholders may obtain information directly from the Company, whose registered office is at 4 Ariel Sharon Street, HaShahar Tower, 16th Floor, Givatayim 5320047, Israel, and whose telephone number is +972-3-616-7055.

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 Annual 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 MATTERS 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 JUNE 23, 2020. YOU SHOULD NOT ASSUME THAT THE INFORMATION CONTAINED IN THIS DOCUMENT IS ACCURATE AS OF ANY DATE OTHER THAN JUNE 23, 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. EXCEPT AS MENTIONED OTHERWISE IN THIS PROXY STATEMENT, IF NO SPECIFICATION IS MADE, THE PROXY WILL BE VOTED IN FAVOR OF THE PROPOSALS 1 THROUGH 7 DESCRIBED IN THIS PROXY STATEMENT AND AGAINST PROPOSAL 8 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 the Company’s Registered Address, Attention: Mr. Oz Adler, CFO, not less than 48 hours prior to the Meeting. 

By Order of the Board of Directors

Therapix Biosciences Ltd.

June 23, 2020

Exhibit A

 
Therapix Biosciences Ltd.

Articles of Association

of a Public Company

Table of Content

Public Company Limited by Shares

The Companies Law, 5759 - 1999

Articles of Association

of 

Therapix Biosciences Ltd.

(תראפיקס ביוסיינסס בע"מ)

1. Interpretation

In these Articles of Association, unless the text otherwise requires:

Subject to the provisions of this Article, unless the written text requires another interpretation, terms defined in the Companies Law shall have the same meanings ascribed to them therein; words in the singular shall include the plural and vice versa; words in the masculine shall include the feminine and vice versa and words referring to persons shall also include corporations.

2. Objects of the Company

The Company may engage in any legal business.

3. Limitation of Liability

4. Company’s Articles of Association

5. Share Capital of the Company

6. Modification of Registered Capital and Change of Rights

Unless otherwise determined by the resolution of the Meeting on the Share Capital increase, the new Share Capital shall be deemed to be part of the original Share Capital of the Company and shall be subject to the same Articles with reference to payment of calls on shares, right of charge, transfer, title, forfeiture or otherwise, as apply to the original Share Capital;

7. The Shareholdings

8. Share Certificates

9. Transfer of Shares and their Transmission

I, __________ of ____________ (hereinafter: “the Transferor”) for consideration in the amount of NIS ________, hereby transfer to ___________ (hereinafter : “the Transferee”) ______ shares of NIS _____ each, numbered ___ to ____ (inclusive) of the Company, to be held by the Transferee, his estate, his guardians and proxies, in accordance with all of the terms whereby I held such shares immediately prior to the signing of this deed, and I, the Transferee, hereby agree to receive the aforesaid shares, in accordance with the aforesaid terms.

In witness whereof, we have hereto set our hands

On the ____ Day of ________ , _________

_____________________________ ______________________________  

The Transferor The Transferee

_____________________________ ______________________________  

Witness to signature of the Transferor Witness to signature of the Transferee

10. The Rights of a Shareholder

In addition to the rights of a Shareholder as set forth in Article 5(b) above, each Shareholder in the Company shall be entitled to the following rights:

11. Organs of the Company

The acts and intents of an organ shall be deemed to be the acts and intents of the Company.

GENERAL MEETINGS

12. The General Meeting and its Powers

13. Convening an Annual Meeting

14. Convening a Special Meeting

15. Notices Concerning the Convening of a General Meeting

16. Deliberations at General Meetings

17. Chairman of the General Meeting

18. Voting at the General Meeting

19. Resolutions at the General Meeting

THE BOARD OF DIRECTORS

20. Directors and their Appointment

This Section 20[b] shall not be amended unless an affirmative vote of 65% of the voting power represented at a general meeting of shareholders and voting thereon has been obtained, provided that such majority constitutes more than 33.33% of the Company’s total issued and outstanding share capital at the record date for such general meeting.

21. Remuneration of Directors

22. Powers of the Board of Directors

The Board of Directors may delegate such powers to the General Manager, either permanently or on a one-time basis.

23. Chairman of the Board of Directors

24. Convening Meetings of the Board of Directors

[1] Two Directors, and if the Board of Directors comprises up to five Directors - one Director;

[2] One Director - if the provisions of Section 257 of the Companies Law are met;

25. Board of Directors’ Meetings and their Proceedings

26. Voting at the Board of Directors

27. Committees of the Board of Directors

The Board of Directors may form committees for any of the subjects detailed in this Article above for the sake of recommendation only.

28. Audit Committee, Compensation Committee and Financial Statements Examining Committee

29. General Manager

30. Officeholders of the Company

The Board of Directors may from time to time appoint and dismiss, and subject to the provisions of any law and as provided in Article 22(c)(5) above, authorize the General Manager, either permanently or on a one-time basis, to appoint Officeholders and other employees, define their responsibilities and duties and determine their salaries and the terms of their employment.

31. Liability, Insurance, Indemnification and Exemption

In this regard, "Administrative Enforcement Proceeding"- procedure in accordance with Chapter 8-C, 8-D or 9-A to the Securities Law.

32. Internal Auditor and Independent Accountant-Auditor

[a]

[b]

33. Distribution, Distribution of Dividends and Bonus Shares

34. Calls for Payment

35. Forfeiture of Shares

36. Shareholders’ Register

For non-voting Shares in accordance with Section 309(b) or Section 333(b) of the Companies Law - also their numbers and the date on which they became non-voting Shares, all as known to the Company.

37. Register of Substantial Shareholders and Additional Shareholders’ Register Outside of Israel

38. Seal, Stamp and Signatory Rights

39. Accounts

The Board of Directors shall be responsible for the Company’s bookkeeping and for publication of financial statements as provided is Sections 171 to 175 of the Companies Law and the provisions of any other law applicable to the Company.

40. Donations

The Company may donate reasonable amounts for a worthy purpose, even if such donation is not within the framework of the Company’s business considerations. The Board of Directors of the Company shall be in charge of execution of this Article.

41. The Keeping of Minutes

The Company will draw up minutes of the proceedings at the General Meetings, class meetings, Board of Directors’ Meetings and meetings of Board Committees and keep such minutes in its Registered Office or in another address in Israel of which the Company provides notice to the Registrar, for a period of seven years after the date of the meeting.

42. Notices

43. Winding-up, liquidation and dissolution

If the Company be wound up, whether voluntarily or otherwise, the surplus assets shall be distributed subject to the provisions of any law concerning winding-up, liquidation and dissolution, and the special rights attached to the Shares, in the following order of preferences and manner of proportions:

Exhibit B1

EMPLOYMENT AGREEMENT

This Employment Agreement (this “Agreement”) is made and entered into on this 21 day of April, 2020, by and between Therapix Biosciences Ltd., a public company organized under the laws of the State of Israel (the “Company”) and Gilad Bar-Lev, Israeli I.D No. ________residing at ________, Tel-Aviv, Israel (the “Employee”. The Company and Employee shall be sometimes referred to each as a “Party” and collectively as the “Parties”).

NOW, THEREFORE, in consideration of the mutual undertakings of the Parties, it is hereby agreed as follows:

The term “Cause” shall mean, but shall not be limited to: (i) a breach by Employee of any of the material terms or conditions of this Agreement, including but not limited to Sections 4 and 5 below; or (ii) Employee's willful misconduct, or action of personal dishonesty, bad faith or breach of trust towards the Company or any of its subsidiaries and/or affiliates; or (iii) the commission by Employee of a criminal offense, or fraud against the Company and/or any of its subsidiaries and/or affiliates; or (iv) circumstances that deny Employee to severance payment under any applicable law and/or under any judicial decision of a competent tribunal authority.

Notwithstanding, the Company shall have the right, at any time during the Notice Period, to terminate the employment relationship immediately, in which case the Company shall pay Employee the Salary due for the remaining period of the Notice Period, and the benefits set forth in Section 3 below.

In full consideration for Employee's services hereunder, Employee shall be entitled to the following payments and benefits, effective as of the Effective Date:

The “Exempted Income” shall mean the “ceiling amount” (‘סכום התקרה’) as stated in Section (e3)(1) of the Income Tax Ordinance [New Version] 5721-1961, as shall be amended from time to time.

For the avoidance of doubt, it is clarified that the excess between the Contributions Sum and the Company’s Pension Contribution Sum, shall be regarded part of the Employee’s Salary, in such manner, which reflects the fact that the over-all costs to the Company ('עלות מעביד כוללת') under this section is not changed in any way simply for deducting Company’s Pension Contribution Sum from the Exempted Income rather than from the Salary.

The Company shall pay an amount equal to 7.5% of the Salary to an Education Fund (Keren Hishtalmut) designated by the Employee (the “Education Fund”), and shall deduct from the Salary an amount equal to 2.5% of the Salary on behalf of Employee, and shall pay such amounts to the Education Fund.

Employee shall be entitled to annual recreation allowance (Dmei Havra'a) according to applicable law.

Employee shall be entitled to 20 paid vacation days (business days) per year (the “Vacation Days”) in accordance with the Annual Vacation Law – 1951. Each leave shall be coordinated with the direct manager in advance, with adequate regard to the needs of the Company.

The Employee will make every effort to exercise his Vacation Days; provided however, if the Employee is unable to utilize all the Vacation Days by the end of a calendar year, he shall be entitled to accumulate the unused balance of the Vacation Days standing to his credit up to the maximum amount permitted by law.

Subject to applicable law, accrued vacation days shall not be redeemable by Employee until and subject to termination of employment.

Employee shall be entitled to paid sick leave pursuant to applicable law. Payments by the Company of sick leave days in connection with disability payments shall be set-off against payments received by Employee pursuant to Section 3.2 above.

Transportation Expenses: In addition to the Salary, the Company shall reimburse Employee for travel expenses and petrol in an amount of NIS 2,000 (net) per month. Any payment beyond the said amount will be subject to the Employee’s delivery of invoices (from the first NIS).

Vehicle Maintenance Expenses: As long as the Company does not provide a vehicle to the Employee, Employee shall be entitled to reimbursement for his vehicle maintenance expenses of NIS 2,000 per month (net). Any payment beyond the said amount will be subject to the Employee’s delivery of invoices (from the first NIS).

Out-of-pocket Expenses: The Company shall also reimburse the Employee for reasonable out-of-pocket expenses, provided that such out-of-pocket expenses were approved in advance in writing by the Company. Reimbursement of the out-of-pocket expenses hereunder shall be made against delivery by Employee to the Company of tax receipts or other appropriate supporting documentation satisfactory to the Company.

Employee shall be entitled to NIS 300 (net) for each month for expenses related to mobile phone usage.

At the end of each calendar year, Employee shall be entitled to a bonus, of up to six Salaries, subject to the recognition of the Board of Directors (the "Board") of the successful achievement of Company measurable objectives as shall be set forth in the Company's annual work plan determined by the Board.

Employee hereby represents and warrants to the Company as follows:

[The remainder of this page was intentionally left blank]

[Signature Page to Employment Agreement]

IN WITNESS WHEREOF, the parties have executed this Employment Agreement as of the day and year first above written:

Exhibit B

EXHIBIT C

CONFIDENTIALITY, proprietary RIGHTS AND NON-COMPETITION UNDERTAKING

The following Undertaking confirms certain terms of my employment with Therapix Biosciences Ltd. (for the purpose of this Undertaking, including its subsidiaries, parent companies and/or affiliated entities, the “Company”), which is a material part of the consideration for my employment by the Company and the compensation received by me from the Company from time to time. Capitalized terms not defined herein shall have the meaning ascribed to them in the Employment Agreement to which this Undertaking is attached (the “Employment Agreement”).

In the event that pursuant to any applicable law I retain any rights in and to the Proprietary Rights that cannot be assigned to the Company, I hereby unconditionally and irrevocably waive the enforcement of all such rights, and all claims and causes of action of any kind with respect to any of the foregoing and agree, at the request and expense of the Company, to consent to and join in any action to enforce such rights and to procure a waiver of such rights from the holders of such rights, if any.

In the event that I retain any rights in and to Proprietary Rights that cannot be assigned to the Company and cannot be waived, I hereby grant the Company an irrevocable, exclusive, perpetual, worldwide, royalty-free license to exploit, use, develop, perform, modify, change, reproduce, publish and distribute, with the right to sublicense and assign such rights, and all claims and causes of action of any kind with respect to any of the foregoing, in and to the Proprietary Rights, in any way the Company sees fit and for any purpose whatsoever. Without derogating from the above, I hereby forever waive and agree never to assert any and all rights of paternity or integrity, any right to claim authorship of any Invention, to object to any distortion, mutilation or other modification of, or other derogatory action in relation to any Invention, and any similar right.

For the purposes of this Section 3, “directly or indirectly” includes doing business as an owner, partner, joint venturer, an independent contractor, shareholder, director, officer, manager, broker, agent, employee, service provider or advisor, licensor or in any other capacity whatsoever, but does not include holding up to 5% of the free market shares of any publicly traded companies.

In witness whereof, I hereby affix my name and signature, on this 21 day of April, 2020.

Name: Gilad Bar-Lev

Exhibit B2

AMENDMENT OF EMPLOYMENT AGREEMENT

This Fourth Amendment (the “Fourth Amendment”) is made and entered into on this 6 day of May, 2020 (the “Effective Date”), by and between Therapix Biosciences Ltd., a public company organized under the laws of the State of Israel (the “Company”), and Oz Adler, Israeli I.D No. ________(the “Employee”).

NOW THEREFORE, in consideration of the mutual promises contained herein, and intending to be legally bound, the parties hereby declare and agree as follows:

In addition, Employee shall be entitled to petrol expenses, in the amount of up to NIS 1,500 (net) per month. Reimbursement shall be made upon payment of the Salary and against the submission of applicable receipts by Employee to the Company.

IN WITNESS WHEREOF, the parties have duly executed this Amendment as of the date first written above.

Exhibit C

Exhibit D

Board of Directors Position Statement

June 23, 2020

Re: Therapix Position Statement on Pure Capital’s Demand for Removal of Therapix Board of Directors

Dear Therapix Biosciences Shareholder,

BACKGROUND OF THE SOLICITATION

We are writing to you, concerning the upcoming Meeting of Shareholders of Therapix Biosciences Ltd. (the “Company” or “Therapix”), which will be held on July 28, 2020.

On June 1, 2020, L.I.A. Pure Capital Ltd. (“Pure Capital”) delivered a notice to the Company demanding that the Company convene a General Meeting of its shareholders, the agenda of which includes a proposal for the nomination of a slate of six directors recommended by Pure Capital and the termination of ALL current members of the Company’s Board of Directors (except Mr. Arye Webber). On June 15, 2020, Pure Capital amended its demand and requested to include Mr. Webber in its demand for the termination of ALL current members of the Company’s Board of Directors.

Despite the fact that the Board of Directors and management believe that such demand is questionable the merits, the Board of Directors has determined that it is appropriate to bring Pure Capital’s resolutions to a general meeting of the shareholders of the Company.

For this meeting, you will be making important voting decisions, which may materially affect your Company’s prospects for recovery and growth, and thereby have a major impact on the future value of your investment.

THE RIGHT WAY FORWARD

We believe that Therapix’s assets have great potential and we are committed to developing them for the benefit of our shareholders. However, to realize its potential, Therapix needs a Board of Directors and a senior management team that is committed to developing its assets. A team with proven operational experience, expertise and appreciation of the challenges facing the Company and the industry in general. We are here to communicate to you our vision on what can be accomplished and the tremendous opportunity that is in front of shareholders.

The Company’s Board of Directors (the “Board”) and management (the “Management”) recently undertook substantial changes. Our new team is comprised of accomplished individuals with diverse and complementary skills spanning the fields of biotechnology and science as well as finance and banking. This is the team and the skills needed at Therapix in order to successfully finance the assets and execute efficient development of them.

Dr. Ascher Shmulewitz, MD, PhD, Prof. Ari Shamiss, MD, MPA, and Mr. Stephen Simes have a proven track record in developing biotech ventures and managing healthcare institutions. Mr. Gilad Bar-Lev, Mr. Todd Violette, Mr. Arye Weber and CFO Oz Adler, CPA have the expertise and network in financing and capital markets to ensure adequate funding of our assets.

Each of Therapix’s current Board members has expertise in different aspects of the business. Their combined composition creates comprehensive business experience that includes strategic planning, business opportunity analysis, financing of investments and strategic execution. Below is a list of our current Board of Directors composition:

Dr. Ascher Shmulewitz joined our Board of Directors in January 2013.

Mr. Gilad Bar-Lev joined our Board of Directors in February 2020 and has been our CEO since May 2020.

Mr. Stephen M. Simes joined our Board of Directors in December 2016.

Mr. Todd Violette joined our Board of Directors in February 2020.

Prof. Ari Shamiss joined our Board of Directors in May 2020.

Mr. Arye Webber joined our Board of Directors in May 2020.

Since the appointment of the new team the Company is prudently navigating through the COVID-19 crisis while successfully executing its business plan in the Sleep and Pain area. The Company activated Evero Health Ltd. (“Evero”), a specialized subsidiary leveraging its current obstructive sleep apnea (OSA) program, which completed a phase 2a trial last year. Last month the Company was able to augment its portfolio by acquiring interests in another promising venture, Coeruleus Ltd., that holds Intellectual Property (IP) which fits our vision in the Sleep and Pain area and our overall strategy to acquire IP that may be ready for clinical trials in the near future. Management and the Board view the successful development of Evero as one of the cornerstones in its strategic plan. We believe that Therapix’s expertise and resources will help in realizing the economic value of Coeruleus and Evero. The Company hopes to be able to execute similar type of transactions as the Evero-Coeruleus joint venture as it works to leverage its current asset base and progress in developing a broader portfolio of treatments.

Due to the unprecedented conditions surrounding the COVID-19 pandemic spreading throughout Israel and the world we have taken action to reduce our operating expenses in the short term. As part of this reduction, our Executive Chairman, Chief Executive Officer and Chief Financial Officer agreed to delay the payment of a portion of their salaries for a period of three months, or, until we feel that we have sufficient resources to carry out our business plan.

On March 3, 2020 Mr. Todd Violette and Mr. Gilad Bar-Lev were appointed as new members of the Board, both as independent directors, representing a change of 50% of the then Board (and during the month of May two additional new independent Directors were appointed), In spite of stock markets dramatically falling in March 2020, we believe that the new Board had immediate positive effects on our share price. The Company’s closing equity price on March 2, 2020 was $0.481 and by the close of business on June 3, 2020 (90 days later) the closing equity price was $0.5143 representing a 6.92% quarterly price increase or annualized rate of 27.68% equity valuation increase. This price appreciation was accompanied by increased daily share turnover as well. These positive results took place during one of the largest market collapses resulting from COVID-19 in the U.S. and worldwide.

During the middle of the market collapse the current Management and Board held a teleconference with our shareholders on April 22, 2020 and spoke openly and clearly defined the business plan including the changes taking place in the Company. The Company defined three key points to the shareholders:

The closing price on April 22, 2020, the day of the conference call was $0.3178, and within seven days of the call Therapix (TRPX) had its first reported Schedule 13D (SEC filing) reported on April 30, 2020 of a new shareholder acquiring a sizable position. The stock had gained 19.5% from the conference call until prior to the first disclosed trade of Pure Capital on May 8, 2020. The new management’s and Board’s (now including two additional independent board members) plans were just beginning to take effect.

Therapix’s plan is clear: leverage and develop its current assets and continue building a pipeline of new portfolio products to ensure the equity value of Therapix continues to grow. Our records reflect success and the early stages of our efforts are promising even while facing extraordinary challenges. We have a sincere belief in the Company and its assets, as is evident by a personal loan made to the Company from the personal funds of the Chairman of our Board.

The Management and the Board see as a major milestone the ability to commence major clinical trials for its products. Toward that end, the Company is in the process of finalizing its financial and clinical plan in order to begin execution. We plan to develop Evero and hope to begin clinical trials via our ownership in Coeruleus and in our OSA program. In addition, we are in the process of finalizing our clinical plan for our proprietary treatment for symptoms associated with Autism Spectrum Disorder (ASD).

Our team is prepared to drive Therapix forward. We possess the experience and expertise needed to successfully execute our Company’s business plan and are totally committed to our shareholders. We have always been aligned with our shareholders and we will continue to be.

We are required to distribute the enclosed proxy and we strongly recommend that you VOTE AGAINST PROPOSAL NUMBER 8, removal of current board of directors. In making your decision we ask you to consider the foregoing achievements of the current board of directors and its plan going forward, which have so far enhanced shareholder value. Furthermore, we strongly recommend a VOTE AGAINST PROPOSAL NUMBER 8, appointment of Pure Capital’s nominees, because:

PURE CAPITAL’S PROPOSAL

As mentioned above, Pure Capital is launching a proxy contest in order to displace Therapix’s management and experienced directors, with six of their own hand-picked nominees (“Pure Capital Nominees”), none of whom have disclosed that they possess any experience is relevant for the Company or its industry.

In addition, this group has not disclosed any concrete alternative business plan to create shareholder value and is instead asking for your vote to replace the current directors, in order to take over the Company without paying you or the Company the required premium, and although 4 out of 6 of our Board are new directors, all independent upon their appointments, that have proven their contribution to the Company’s share price for the benefit of the shareholders from the very beginning of their appointment.

FURTHERMORE, THERE IS A CONCERN THAT PURE CAPITAL MAY BE DEEMED A CONTROLLING SHAREHOLDER OF THE COMPANY (DESPITE THE FACT THAT AS OF THE DATE HEREOF IT ONLY HOLDS, ACCORDING TO PUBLIC SEC FILINGS, LESS THAN 6.2% OF THE COMPANY’S ISSUED AND OUTSTANDING SECURITIES). DESPITE APPROACHES FROM THE COMPANY TO PURE CAPITAL, PURE CAPITAL HAS FAILED TO PROVIDE THE COMPANY OR YOU, THE SHAREHOLDER, WITH THE REQUESTED INFORMATION REGARDING RELATIONS AMONG THE PURE CAPITAL NOMINEES AND PURE CAPITAL. THEREFORE, THE COMPANY IS NOT ABLE TO DETERMINE IF ANY OF THE PURE CAPITAL NOMINEES, QUALIFY AS INDEPENDENT DIRECTORS AND WE ARE CONCERNED THAT NONE OF THEM ARE INDEED INDEPENDENT. IN SUCH EVENT, AND IF THE SHAREHOLDERS OF THE COMPANY CHOOSE TO APPOINT SUCH PURE CAPITAL NOMINEES, THE COMPANY MAY BE SUBJECT TO DELISTING DUE TO FAILURE TO COMPLY WITH NASDAQ LISTING RULES. IN ADDITION, DESPITE APPROACHES FROM THE COMPANY TO PURE CAPITAL, IT DID NOT PROVIDE THE COMPANY WITH THE FINANCIAL BAIL-OUT IT SUGGESTED, AND THUS REVEALED ITS TRUE INTENT WHICH IS NOT TO ASSIST THE COMPANY AS ONE OF ITS PRINCIPAL SHAREHOLDERS BUT RATHER ALLOW IT TO GO ONTO INSOLVENCY SO IT COULD BETTER TAKE ADVANTAGE OF THE COMPANY’S FINANCIAL POSITION AND TAKE CONTROL OF THE COMPANY AND ITS ASSEST WITHOUT PAYING THE COMPANY AND/OR ITS SHAREHOLDERS THE REQUIRED PREMIUM.

From our perspective, a proxy contest at this time can only serve to disrupt the implementation of our strategic business plan. After years of investing in our IP we are finally at the stage where we can plan major clinical trials with the hope of advancing toward providing treatments for our mature indications. We believe this is the right path for the creation of substantial long-term shareholder value and hope you will support the Company at this critical stage.

We request that you take prompt action to vote “FOR” all of Therapix’s director candidates, on the enclosed proxy card or instruction form, in order to help assure that there is no disruption in the execution of our plan to develop the Company. We have high confidence that our strategic plan will realize Therapix’s potential and create substantial long-term shareholder value.

Thank you for your prompt attention and your consistent support. We hope you continue to support our existing Board at the coming shareholders’ meeting.

We recommend:

A VOTE AGAINST RESOLUTION NUMBER 8.1 removal of current Board of Directors

A VOTE AGAINST RESOLUTION NUMBER 8.2 appointment of Pure Capital’s nominees.

By Order of the Board of Directors,

Sincerely,

Dr. Ascher Shmulewitz, Chairman of the Board of Directors

Gilad Bar Lev, CEO and Director of Therapix Biosciences Ltd.

THERAPIX BIOSCIENCES LTD.

PROXY

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints, Dr. Shmulewitz, the Company’s Chairman, Mr. Gilad Bar-Lev, 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 Annual and Extraordinary General Meeting of Shareholders (the “Annual and Extraordinary Meeting”) to be held at the Company’s offices at 4 Ariel Sharon Street, HaShahar Tower, 16^th Floor, Givatayim 5320047, Israel, on July 28, 2020, at 4:00 p.m. Israel time, and at any adjournments or postponements thereof, upon the following matters, which are more fully described in the Notice of Annual and Extraordinary General Meeting of Shareholders and Proxy Statement relating to the Annual and Extraordinary 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 such matters under Proposals 1 through 7 and will be voted AGAINST such matter under Proposal 8. Any and all proxies heretofore given by the undersigned are hereby revoked.

(Continued and to be signed on the reverse side)

Annual and EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF
THERAPIX BIOSCIENCES LTD.

TO BE HELD ON JULY 28, 2020

PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE
MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE ☒