Additional Proxy Soliciting Materials (definitive) (defa14a)
November 26 2019 - 4:06PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A INFORMATION
Proxy
Statement Pursuant to Section 14(a) of the
Securities
Exchange Act of 1934 (Amendment No. )
Filed
by the Registrant [X]
Filed
by a Party other than the Registrant [ ]
Check
the appropriate box:
[ ]
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Preliminary
Proxy Statement
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[ ]
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Confidential,
For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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[ ]
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Definitive
Proxy Statement
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[X]
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Definitive
Additional Materials
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[ ]
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Soliciting
Material Pursuant to §240.14a-12
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OWC
Pharmaceutical Research Corp.
(Name
of Registrant as Specified in Its Charter)
(Name
of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment
of Filing Fee (Check the appropriate box):
[X]
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No
fee required.
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[ ]
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Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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Title
of each class of securities to which transaction applies:
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Aggregate
number of securities to which transaction applies:
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3)
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Per
unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
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4)
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Proposed
maximum aggregate value of transaction:
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5)
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Total
fee paid:
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Fee
paid previously with preliminary materials.
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[ ]
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Check
box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date
of its filing.
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1)
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Amount
previously paid:
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2)
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Form,
Schedule or Registration Statement No.:
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Filing
Party:
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Filed:
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OWC
Pharmaceutical Research Corp.
2
Ben Gurion St.
Ramat
Gan, Israel
+972-72-260-8004
Dear
Fellow Stockholder:
We
recently sent you a proxy statement and form of proxy in connection with our Special Meeting of Stockholders scheduled for December
20, 2019.
Please
be aware that Proposal 1 to authorize a reverse stock split of our common stock requires the approval of a majority of all outstanding
shares of our common stock and Series A Preferred Stock entitled to vote. Not voting your shares will have the same effect as
a vote AGAINST the reverse stock split proposal. Regardless of the number of shares you own, it is important that they
be represented at the Special Meeting. Your vote matters to us. Even if you plan to attend the Special Meeting, please vote your
shares now so that your vote can be counted without delay.
On
September 16, 2019, we received a Bid Price Deficiency Notice (the “Notice”) from OTC Markets Group that the bid price
of our common stock had closed below $0.01 for more than 30 consecutive calendar days and thus no longer met the Standards for
Continued Eligibility for OTCQB as per the OTCQB Standards Section 2.3(2). The Notice stated that, pursuant to Section 4.1 of
the OTCQB Standards, we were granted a cure period of 90 calendar days (until December 15, 2019) during which the minimum closing
bid price for our common stock must be $0.01 or greater for ten consecutive trading days in order to continue trading on the OTCQB
marketplace. On November 7, 2019, the Company’s cure period was extended until February 5, 2020. If this requirement is
not met by the end of the cure period, our securities will be removed from the OTCQB marketplace.
If
the reverse stock split is not approved by our stockholders and the bid price of our common stock does not close at $0.01 or greater
for ten consecutive trading days, our common stock will no longer trade on the OTCQB and will instead likely trade on the OTC
Pink market, which is the lowest tier and most speculative of the OTC Markets Group’s trading platforms. We believe
that this change could make our common stock even less attractive to investors. Accordingly, we believe that the reverse stock
split is in our stockholders’ best interests.
Because
of the importance of this vote, we may be contacting unvoted stockholders by both mail and telephone to ensure that their votes
are received and tallied in time to be counted at the Special Meeting.
Please
sign, date and return the enclosed proxy card as soon as possible. You may also be able to vote by toll-free telephone call or
over the Internet. Simply follow the instructions on the enclosed proxy card.
Thank
you for your support.
Sincerely,
/s/
Stanley Hirsch
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Dr.
Stanley Hirsch
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Chairman
of the Board of Directors
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OWC
Pharmaceutical Research Corp.
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