Therapix Biosciences Enters Into MOU for Business Combination With Heavenly Rx, Ltd.

Therapix Biosciences Enters Into MOU for Business Combination With Heavenly Rx, Ltd.

Parties to Move Towards Definitive Agreements to Merge Therapix With the Rapidly Expanding Hemp CBD Company

Heavenly Rx is Led by Paul Norman -- Former Kellogg's President of North America

Heavenly Rx Nominates former Kimberly Clark Chief Marketing Officer and Kellogg's former Chief Growth Officer Clive Sirkin to

the board of Therapix

AVIV, Israel, Nov. 18, 2019 Therapix Biosciences Ltd. ("Therapix" or the "Company")

(NASDAQ: TRPX), announced today that it entered into a memorandum of understanding ("MOU") with Heavenly Rx,

Ltd. ("Heavenly Rx"), an emerging consumer hemp CBD company, pursuant to which Therapix and Heavenly Rx have agreed

to pursue a business combination. Any transaction between the parties remains subject to entry into a definitive agreement

and to shareholder and regulatory approvals. Pursuant to the MOU, the parties will negotiate a definitive agreement for a business

combination between Therapix and Heavenly Rx, constituting a reverse takeover of Therapix by Heavenly Rx. Heavenly Rx is

led by Paul Norman, former President of Kellogg Company's North American business. The parties have agreed to enter into

an initial share exchange between Therapix and Heavenly Rx pursuant to which Therapix will issue up to 20% of its outstanding

American Depositary Shares to acquire, from certain shareholders, an interest in Heavenly Rx. This share exchange is expected

to close within 30 days and represents an initial step towards the proposed business combination between Therapix and Heavenly

Rx. If the business combination between Therapix and HeavenlyRx is consummated, the parties intend, at any time up to the

one-year anniversary of closing, to spin-out the Company's current pharmaceutical research and development assets to those

shareholders of Therapix who are holders at the time of closing of the business combination transaction with HeavenlyRx. Therapix

has also agreed to pursue financing in support of the proposed business combination.

Rx is a dynamic CBD wellness company aiming to redefine the CPG marketplace through a vertically integrated "seed to shelf"

approach that partners cultivation and extraction technology with innovative brand design. Led by a team of experienced and disciplined

CPG professionals, Heavenly Rx has launched a broad portfolio of hemp CBD and wellness brands across several consumer verticals.

Its product portfolio includes oils, tinctures, edibles, beverages, pet care and personal care products. Heavenly Rx's growth

strategy is centered around acquiring and scaling companies with differentiated brands, capabilities and proprietary technologies.

a high caliber CPG management team, Heavenly Rx is uniquely positioned to advance its leadership position in the expanding hemp

CBD market. This is a massive market opportunity, with retail sales of hemp CBD in the United States that are expected to surpass

$4 billion in 2019 - more than double the 2018 sales - and is expected to reach approximately $20 billion by

2024, according to projections from Archview Market Research/BDS Analytics" said Ascher Shmulewitz, MD, PhD, Therapix's Chairman

and Interim CEO. "I am confident the proposed merger with Heavenly Rx, if consummated, would be in the best interest

of and presents a tremendous opportunity for Therapix shareholders to invest in a proven management team and to actively participate

in the burgeoning hemp CBD market. At the same time, Therapix is actively exploring options to monetize its valuable portfolio

of proprietary IP and related technology assets."

Norman, Chief Executive Officer of Heavenly Rx, added, "Today's announcement marks the opportunity for Heavenly Rx to

become a public company. It was just a matter of finding the right company to go forward with and we have found a great

partner with Therapix."

to successful completion of the proposed business combination, the parties intend the Company to be renamed Heavenly Rx, Ltd.

with Mr. Norman serving as Chief Executive Officer of the combined business. Clive Sirkin, a seasoned global CPG executive who

most recently served as the Chief Growth Officer for the Kellogg Company, will join the Company's board of directors. Prior to

Kellogg, Mr. Sirkin served as the Chief Marketing Officer of Kimberly-Clark, overseeing all marketing across both their B2B and

B2C divisions during a time of unprecedented shareholder growth in the company's history.

can be no guarantee that the proposed business combination, or any other business combination between Therapix or Heavenly Rx,

will be consummated.

Therapix Biosciences

Biosciences Ltd. is a specialty clinical-stage pharmaceutical company led by an experienced team of senior executives and scientists.

Our focus is creating and enhancing a portfolio of technologies and assets based on cannabinoid pharmaceuticals. With this focus,

the company is currently engaged in the following drug development programs based on tetrahydrocannabinol (THC): THX-110 for the

treatment of Tourette syndrome (TS), for the treatment of obstructive sleep apnea (OSA), and for the treatment of pain; and THX-160

for the treatment of pain. Please visit our website for more information at www.therapixbio.com, the content of which is not part

of this press release.

Rx Ltd. is a dynamic CBD wellness company redefining the CPG marketplace with a "Seed to Shelf" approach that partners

pioneering farm technology with innovative brand design. It holds controlling ownership interests in various industry-leading

assets in the hemp/CBD and THC-free cannabinoid wellness space. Its focus is on developing a diverse range of CBD

branded products, including oils, tinctures, balms, as well as products across numerous across numerous consumer product group

verticals, including nutritional food and beverage products.

press release contains forward-looking statements within the meaning of the "safe harbor" provisions of the Private

Securities Litigation Reform Act of 1995 and other Federal securities laws. For example, the Company is using forward-looking

statements when it discusses executing a definitive merger agreement and completing a transaction with HeavenlyRx. The transactions

described here may never be consummated and a definitive agreement may not be executed, and, if executed, the merger will be subject

to conditions before it can be completed. In addition, the market for CBD products is in a period of regulatory and business uncertainty

and financial and business results from such businesses are uncertain. Historic results of scientific research and clinical

and preclinical trials do not guarantee that the conclusions of future research or trials will suggest identical or even similar

conclusions. Because such statements deal with future events and are based on the Company's current expectations, they are subject

to various risks and uncertainties and actual results, performance or achievements of the Company could differ materially from

those described in or implied by the statements in this press release. The forward-looking statements contained or implied in

this press release are subject to other risks and uncertainties, including those discussed under the heading "Risk Factors"

the Company's Annual Report on Form 20-F filed with the Securities and Exchange Commission (SEC) on May 15, 2019 and in subsequent

filings with the SEC. Except as otherwise required by law, the Company disclaims any intention or obligation to update or revise

any forward-looking statements, which speak only as of the date they were made, whether as a result of new information, future

events or circumstances or otherwise.

KCSA Strategic Communications