Current Report Filing (8-k)
March 27 2020 - 4:06PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of report (date of earliest event reported): March 19, 2020
OWC
PHARMACEUTICAL RESEARCH CORP.
(Exact
Name of Registrant as Specified in its Charter)
Commission
File No.: 0-54856
Delaware
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98-0573566
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(State
of Incorporation)
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(I.R.S.
Employer Identification No.)
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2
Ben Gurion Street, Ramat Gan, Israel
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5257334
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
Telephone Number, including area code: +972 (72) 2608004
Not
Applicable
(Former
name or former address, if changed since last report.)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2. below):
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol
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Name
of exchange on which registered
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None
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None
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None
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company [ ]
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Item
3.02 Sale of Unregistered Securities.
As
previously reported, the Company sold to Discover Growth Fund (“Discover”) 500 shares of its new series of preferred
stock designated as Series A Convertible Preferred Stock (the “Preferred Stock”), which were initially convertible
into an aggregate of 25,000,000 shares of the Company’s common stock, par value $0.00001 per share (“Common Stock”),
subject to adjustments. Between February 26, 2020 and March 19, 2020, the Company received notices of conversion from Discover
to convert an aggregate of 25 shares of Preferred Stock, with a stated value of $10,000 per share, into an aggregate of 24,758,573
shares of Common Stock (the “Conversion”). On February 27, 2020, March 9, 2020, March 16, 2020 and March 19, 2020,
the Company effected the Conversion and issued to Discover an aggregate of 24,758,573 shares of Common Stock, which constitutes
greater than 5% of the number of shares of Common Stock outstanding.
The
issuances of the shares of Common Stock were not registered under the Securities Act of 1933, as amended (the “Securities
Act”), but qualified for exemption under Section 4(a)(2) of the Securities Act. The securities were exempt from registration
under Section 4(a)(2) of the Securities Act because the issuance of such securities by the Company did not involve a “public
offering,” as defined in Section 4(a)(2) of the Securities Act, due to the insubstantial number of persons involved in the
transaction, size of the offering, manner of the offering and number of securities offered. All of the securities were issued
without registration under the Securities Act of 1933 in reliance upon the exemption provided in Section 4(a)(2).
Item
8.01 Other Events.
On
March 24, 2020, in response to the COVID-19 pandemic, applicable regulations restricting economic activities and the expected
dramatic effects and uncertainty, OWC Pharmaceutical Research Corp. (the “Company”) decided to initiate cross-cutting,
streamlining and savings procedures, including the decision to put the company’s employee on unpaid furlough, to offer key
employees a transition from the employment framework to a consulting agreement other than Messrs. Ohad and Riterband. The Company
stated that it would seek to minimize the long-term impact of the move and to allow for restarting operations should circumstances,
permit.
Item
9.01. Exhibits
(d)
Exhibits
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 hereunto duly authorized.
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OWC
Pharmaceutical Research Corp.
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By:
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/s/
Zvi Riterband
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Name:
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Zvi
Riterband
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Title:
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Chief
Executive Officer
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Date:
March 27, 2020
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