UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of the Securities
Exchange Act of 1934
Check the appropriate box:
x Preliminary Information
Statement
¨ Confidential, for Use of the Commission Only (as
permitted by Rule 14c-5(d)(2))
¨ Definitive Information Statement
Dynamic Applications Corp.
(Name of Registrant as Specified In Its Charter)
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x No fee required.
¨ Fee computed on table below per Exchange Act Rules
14c-5(g) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) 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):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
¨ Fee paid previously with preliminary
materials.
¨ 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.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
We Are Not Asking You for a
Proxy and You are Requested Not To Send Us a Proxy
Dynamic Applications Corp.
Shaham 22 Street - P.O. Box 8324
Petach Tiqwa, Israel 4918103
Phone:
+972-3-9191921
NOTICE OF ACTION TO BE TAKEN
BY WRITTEN CONSENT
November 28, 2014
To The Corporation's Stockholders:
Notice
is hereby given that on November 25, 2014, holders of 39,138,553 shares or
approximately 53.33% of the outstanding shares of common stock, par value
$0.00001 per share (the "Common Stock") of Dynamic Applications Corp. (the
"Corporation"), have approved, by written consent in lieu of a special
meeting of the stockholders of the Corporation, the following corporate
action (the "Corporate Action"):
1. An amendment to the Corporation's
Certificate of Incorporation to change the name of the Corporation from
Dynamic Applications Corp. to OWC Pharmaceutical Research Corp. (the "Name
Change").
The Corporation's Board of Directors approved the Name
Change and the amendment to the Certificate of Incorporation on November 25,
2014 and the holders of a majority of the shares of Common Sock of the
Corporation (the "Majority Consenting Stockholders") consented to the
amendment to the Certificate of Incorporation implementing the Name Change
on November 25, 2014 (the "Joint Written Consent")..
The attached
Information Statement is being circulated to our stockholders of record on
November 25, 2014 (the "Record Date") to provide you with notice that the
Corporate Action has been approved by the Joint Written Consent of the Board
of Directors and Majority Consenting Stockholders of the Corporation. The
Corporate Action will be implemented with the approval of FINRA and no
further action by the Corporation's stockholders is required.
Pursuant to Rule 14c-2 under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), the Corporate Action is expected to become effective
twenty (20) days after the date this Information Statement is mailed to the
Corporation's stockholders.
This Notice and the attached
Information Statement are being sent to you for informational purposes only.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A
PROXY.
By Order of the Board of Directors of
Dynamic Applications Corp.
/s/ Mordechai Bignitz
Mordechai
Bignitz
Chairman and CEO
Dynamic Applications Corp.
Shaham 22 Street - POB 8324
Petach Tiqwa, Israel 4918103
Phone:
+972-3-9191921
INFORMATION STATEMENT
WE ARE NOT
ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY
General
This Information Statement has been
filed with the United States Securities and Exchange Commission (the "SEC")
and is being furnished to the holders of the outstanding shares of common
stock, par value $0.0000, of Dynamic Applications Corp., a Delaware
corporation ("we," "us," "our," the "Registrant" or the "Corporation"). The
purpose of this Information Statement is to provide notice that the
Corporation's majority stockholders holding 39,138,553 shares or
approximately 53.33% of the issued and outstanding shares of the
Corporation's common stock as of the record date of November 25, 2014 (the
"Record Date") approved the following corporate action (the "Corporate
Action"):
1. An amendment to the Corporation's Certificate of
Incorporation to change the name of the Corporation from "Dynamic
Applications Corp." to "OWC Pharmaceutical Research Corp." (the "Name
Change").
The Corporation will pay all costs associated with the
distribution of this Information Statement, including the costs of printing
and mailing. The Corporation will reimburse brokerage firms and other
custodians, nominees and fiduciaries for reasonable expenses incurred by
them in sending this Information Statement to the beneficial owners of its
common stock. This Information Statement is expected to be mailed to our
stockholders on or about December __, 2014 (the "Mailing Date") to the
stockholders of the Corporation as of the Record Date.
The
Corporation is distributing this Information Statement to its stockholders
in full satisfaction of any notice requirements it may have under the
Delaware General Corporation Law. No additional action will be undertaken by
the Corporation with respect to the receipt of the written consents, and no
dissenters' rights are afforded under the Delaware General Corporation Law
as a result of the adoption of the Corporate Action.
AMENDMENT TO THE CERTIFICATE OF
INCORPORATION TO CHANGE THE NAME OF THE CORPORATION TO OWC PHARMACEUTICAL
RESEARCH CORP.
Effective November 25, 2014, the
Corporation's Board of Directors approved an amendment to the Corporation's
Certificate of Incorporation to effect the Name Change with the written
consent of the Corporation's Majority Consenting Stockholders (the "Joint
Written Consent").
A copy of the Joint Written Consent is attached
as Exhibit A to this Information Statement and a copy of the Certificate of
Amendment to the Certificate of Incorporation is attached as Exhibit B to
this Information Statement.
Other than the Name Change, the amendment
to the Certificate does not amend the Corporation's Certificate of
Incorporation as presently in effect and will not result in any change to
the rights of the Corporation's security holders or to the capital accounts
of the Corporation.
Reasons for the Name Change
The Corporation's
Board of Directors ratified, approved and recommended that the Corporation's
Majority Consenting Stockholders consent to the Name Change to more
accurately reflect the Corporation's recent business developments. More
specifically, as disclosed in its current report on Form 8-K filed with the
SEC on August, 2014, the Registrant announced the organization under the
laws of the State of Israel of a new, wholly-owned subsidiary, One World
Cannabis Ltd. ("OWC").
The business of OWC will be based upon the
creation of an Israeli Cannabis Institute for Research working together with
major established Israeli hospitals and universities. The focus of OWC will
involve medical research on the efficacy of cannabis on the treatment of,
among other illnesses/medical conditions:
- PTSD;
- diabetes;
- Parkinson disease;
- children's epilepsy;
- prostate cancer;
-
psoriasis; and
- topical treatment of burns.
The Registrant
plans for OWC to be at the forefront of compliance with international
regulatory protocols and the development and improvement of strains of
cannabis specifically designed for medical treatment. OWC's business plan is
to: (i) establish regulated medical cannabis systems for medical
institutions based upon the regulated Israeli model; (ii) promote the
establishment of local and international research facilities for the study
and commercial application of medical cannabis; (iii) establish a medical
cannabis research institute in Israel in compliance with existing Israeli
laws and regulations with international branches; (iv) raise grants for
medical cannabis research; (v) develop new use and means of administration
of medical cannabis.
The Registrant will continue to work closely
with GUMI Tel Aviv Ltd, a major, privately-held Israeli technology company
("GUMI") in the manufacture and marketing of commercial model(s) of the
Registrant's Patented Percussion Device, its core business.
Name Change and Amendment to the Certificate of Incorporation Approved by
Written Consent in Lieu of Meeting
The Corporate Action was approved
by the Joint Written Consent of the Registrant's Board of Directors and
Majority Consenting Stockholders on November 25, 2014, the Record Date, in
lieu of holding a meeting of the Registrant's Stockholders. On the Record
Date, the Majority Consenting Stockholders held 39,138,553 shares or
approximately 53.33% of the outstanding shares of the Registrant's Common
Stock.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT
TO SEND US A PROXY.
The remaining stockholders of the Corporation
will not be given an opportunity to vote with respect to the Corporate
Action. All necessary corporate approvals have been obtained, and this
Information Statement is furnished solely for the purpose of advising
stockholders of the proposed action to be taken by written consent.
The elimination of the need for a meeting of stockholders to approve this
action is made possible by Section 228 of the Delaware General Corporate
Law, which generally provides that any action required to be taken at any
annual or special meeting of stockholders of a corporation, or any action
which may be taken at any annual or special meeting of such stockholders,
may be taken without a meeting, without prior notice and without a vote, if
a consent or consents in writing, setting forth the action so taken, are
signed by persons holding a majority of the outstanding voting securities of
the corporation.
Expected Effectiveness of the Name Change
Under Section 14(c) of the Securities Exchange Act of 1934 (the "Exchange
Act"), the Corporate Action cannot become effective until twenty (20) days
after the date that this Information Statement is sent to the Corporation's
Stockholders.
To effect the Name Change, the Corporation intends to
file a Certificate of Amendment to the Corporation's Certificate of
Incorporation with the Delaware Secretary of State approximately twenty (20)
days after the date that this Information Statement is first sent to the
Corporation's Stockholders of record as of the Record Date. A copy of the
Certificate of Amendment to the Certificate of Incorporation to be filed is
attached as Exhibit A to this Information Statement.
No Appraisal
Rights
Under the Delaware General Corporation Law, the Corporation's
stockholders are not entitled to appraisal or discount rights with respect
to the Name Change or the filing of the Certificate of Amendment to the
Certificate of Incorporation.
OUTSTANDING VOTING STOCK OF THE
CORPORATION
The Board of Directors of the Corporation fixed the close
of business on November 25, 2014, as the Record Date for determining the
stockholders entitled to approve the Corporate Action and to receive copies
of this Information Statement As of the Record Date, there were 73,383,195
shares of Common Stock outstanding. The Corporation's Common Stock
constitutes the sole outstanding class of its voting securities. As at the
date hereof, the Corporation has not issued any preferred stock. Each share
of Common Stock entitles the holder thereof to one vote on all matters
submitted to stockholders.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following tables set forth certain information
concerning the number of shares of the Corporation's Common Stock owned
beneficially as of the Record Date by: (i) each person (including any group)
known to us to own more than five (5%) percent of any class of its voting
securities; (ii) each of the Corporation's directors and each of its named
executive officers (as defined under Item 402(m)(2) of Regulation S-K),
including directors and officers of OWC, the Corporation's wholly-owned
Israeli subsidiary; and (iii) officers and directors as a group. Unless
otherwise indicated, the stockholders listed possess sole voting and
investment power with respect to the shares shown.
As of November 25,
2014, the Registrant had 73,383,195 shares of Common Stock issued and
outstanding.
| Name of Beneficial Owner |
|
Common Stock Beneficially Owned |
|
Percentage of Common Stock Owned |
|
Mordechai Bignitz, CEO and
Chairman |
|
0 |
|
0.00% |
|
7 Jacobtinsky Street, Ramat Gan 52520, Israel |
|
|
|
|
|
Shmuel De-Saban, CFO |
|
135,500 |
|
0.18% |
|
215 Jaffa Street, Jerusalem, Israel |
|
|
|
|
|
Ziv Turner, CEO of OWC |
|
2,104,480 |
|
2.87% |
|
Shaham 22 Street, Petach Tiqwa 49181, Israel |
|
|
|
|
|
Dr. Alan Shackelford, CSO of OWC |
|
5,134,375 |
|
7.00% |
|
2257 South Broadway, Denver, CO 80210 |
|
|
|
|
|
Alon Sinai, COO of OWC |
|
861,250 |
|
1.17% |
|
Shaham 22 Street, Petach Tiqwa 49181, Israel |
|
|
|
|
|
Uri Glazer, VP of OWC |
|
2,144,480 |
|
2.88% |
|
Shaham 22 Street, Petach Tiqwa 49181, Israel |
|
|
|
|
| Jacky
Shenker |
|
8,000,000 |
|
10.90% |
|
78 Uziel Street, Jerusalem, Israel |
|
|
|
|
|
Kfir Silberman |
|
3,964,300 |
|
5.88% |
|
5 Shoshanin Street, Ramat Gan, Israel |
|
|
|
|
|
Director
and Officer (6 person) (2) |
|
10,380,085 |
|
14.15% |
All Directors and Officers as a group
(6 persons), including those of the Registrant's wholly-owned subsidiary,
One World Cannabis Ltd own 10,376,575 shares.
(1) Applicable percentage ownership is
based on 73,383,195 shares of Common Stock outstanding as of November 25,
2014. Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and generally includes voting or
investment power with respect to securities. Shares of Common Stock that are
currently exercisable or exercisable within 60 days are deemed to be
beneficially owned by the person holding such securities for the purpose of
computing the percentage of ownership of such person, but are not treated as
outstanding for the purpose of computing the percentage ownership of any
other person.
(2) Includes officers of the Registrant's wholly-owned
Israeli subsidiary, One Word Cannabis Ltd.
CHANGES IN CONTROL
The Corporation is not aware of
any other arrangement that may result in a change in control of the
Corporation.
DELIVERY OF DOCUMENTS TO STOCKHOLDERS SHARING AN ADDRESS
The Corporation will only deliver one Information Statement to multiple
stockholders sharing an address unless the Corporation has received contrary
instructions from one or more of the stockholders. The Corporation will
promptly deliver a separate copy of this Information Statement to a
stockholder at a shared address to which a single copy of the document was
delivered upon oral or written request to:
Dynamic Applications Corp.
Shaham 22 Street - POB 8324
Petach Tiqwa, Israel 4918103
Phone:
+972-3-9191921
Stockholders may also address future requests for separate delivery of
Information Statements and/or annual reports by contacting the Corporation
at the address listed above.
INTERESTS OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
No director, executive officer, associate of any director, executive officer
or any other person has any substantial interest, direct or indirect, in the
Corporate Action.
WHERE YOU CAN FIND ADDITIONAL INFORMATION
The Corporation is subject to the Exchange Act and is required to file
reports, proxy statements, and other information with the Securities and
Exchange Commission regarding the business, financial condition, and other
matters of the Corporation pursuant to and in accordance with the Exchange
Act. You may read and copy the reports, proxy statements, and other
information filed by the Corporation from the Public Reference Section of
the SEC, Room 1580, 100 F Street NE, Washington D.C. 20549. Please call the
SEC at 1-800-SEC-0330 for further information on the operation of the public
reference rooms. The reports, proxy statements, and other information filed
with the Securities and Exchange Commission are also available to the public
over the internet at http://www.sec.gov, the internet website of the
Securities and Exchange Commission. All inquiries regarding the Corporation
should be addressed to the principal executive offices of the Corporation at
20 West 64th Street, Suite 39G, New York, NY 10023.
By Order of the Board of Directors
Dynamic Applications Corp.
/s/
Mordechai Bignitz
Mordechai Bignitz, Chairman
Dated: November 28, 2014
Exhibit A
STATE OF DELAWARE
CERTIFICATE OF
AMENDMENT
OF
CERTIFICATE OF INCORPORATION
Dynamic
Applications Corp., a corporation organized and existing under and by virtue
of the General Corporation Law of the State of Delaware does hereby certify:
FIRST: That at a meeting of the Board of Directors of Dynamic
Applications Corp. (the "Corporation") resolutions were duly adopted setting
forth a proposed amendment of the Certificate of Incorporation of said
Corporation, declaring said amendment to be advisable and based upon the
written consent of stockholders of said Corporation holding a majority of
the outstanding shares of common stock for consideration thereof. The
resolution setting forth the proposed amendment is as follows:
RESOLVED, that the Certificate of Incorporation of this Corporation be
amended by changing the Article thereof numbered "FIRST" so that, as
amended, said Article shall be and read as follows:
FIRST: The name
of the Corporation is: OWC PHARMACEUTICAL RESEARCH CORP.
SECOND: That
thereafter, pursuant to resolution of its Board of Directors, and based upon
the written consent of holders of a majority of the shares of common of said
Corporation in accordance with Section 228 of the General Corporation Law of
the State of Delaware, the necessary number of shares as required by statute
were voted in favor of the amendment.
THIRD: That said amendment was
duly adopted in accordance with the provisions of Section 242 of the General
Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, said
Corporation has caused this certificate to be signed this 25th day of
November 2014.
By: /s/ Mordechai Bignitz
Name: Mordechai Bignitz
Title: Chairman and Chief Executive Officer
Exhibit B
JOINT WRITTEN CONSENT OF THE
BOARD OF
DIRECTORS
AND
MAJORITY STOCKHOLDERS
OF
DYNAMIC APPLICATIONS
CORP.
The undersigned, being the sole member of the
Board of Directors of Dynamic Applications Corp., a Delaware corporation
(the "Corporation") together with the written consent of the holders of a
majority of the outstanding shares of the Corporation's common stock, par
value $0.00001 (the "Common Stock"), acting pursuant to the authority
granted by Section 228 and Section 242 of Title 8 of the Delaware General
Corporation Law ("DGCL") and the by-laws of the Corporation, do hereby adopt
the following resolutions, which resolutions have been approved by the Board
of Directors of the Corporation with the written consent of the holders of a
majority of the Corporation's outstanding shares of Common Stock as of this
25th day of November, 2014 (the "Joint Written Consent").
WHEREAS,
the Corporation's Board of Directors, with the written consent of the
holders of a majority of the Corporation's outstanding shares of Common
Stock (the "Majority Consenting Stockholders"), have authorized and approved
the filing of a Certificate of Amendment to the Corporation's Certificate of
Incorporation to change the name of the Corporation from Dynamic
Applications Corp. to OWC Pharmaceutical Research Corp.
NOW,
THEREFORE, BE IT RESOLVED, that the Certificate of Amendment to the
Corporation's Certificate of Incorporation Agreement in the form attached
hereto be duly filed with the State of Delaware, authorizing and approving
the amendment to Article FIRST, as follows:
FIRST: The name of the
Corporation is: OWC Pharmaceutical Research Corp.
The number of
shares of Corporation's Common Stock issued and outstanding at November 25,
2014 (the "Record Date") is 73,383,195 shares. The number of shares of
Common Stock owned of record and beneficially by the Majority Consenting
Stockholders necessary to ratify and approve the Certificate of Amendment
under Section 228 of Title 8 of the DGCL is 36,691,598 shares of Common
Stock. The Majority Consenting Stockholders holding 39,138,583 shares of
Common Stock, representing approximately 53.334%, have consented to the
adoption and filing of the Certificate of Amendment.
FURTHER
RESOLVED, that, subject to the foregoing, any officer of the Corporation, be
and hereby is authorized, empowered and directed, for and on behalf of the
Corporation, to take such further action and execute and deliver any
additional instruments, certificates, filings or other documents and to take
any additional steps as any such officer deems necessary or appropriate to
effectuate the purposes of the foregoing resolution;
FURTHER
RESOLVED, that any action or actions heretofore taken by any officer of the
Corporation for and on behalf of the Corporation in connection with the
foregoing resolutions are hereby ratified and approved as duly authorized
actions of the Corporation. This Joint Written Consent shall be added to the
corporate records of the Corporation and made a part thereof, and the
resolutions set forth above shall have the same force and effect as if
adopted at a meeting duly noticed and held by the Board of Directors and the
Majority Consenting Stockholders of the Corporation. This Joint Written
Consent may be executed in counterparts and with facsimile signatures with
the effect as if all parties hereto had executed the same document. All
counterparts shall be construed together and shall constitute a single Joint
Written Consent.
/s/ Mordechai Bignitz
Mordechai Bignitz
Chairman and Chief Executive Officer
Dated: November 25, 2014
Table of Majority Consenting Shareholders
| Names of Majority Consenting
Stockholders |
Number of
Shares |
Percentage |
| /s/ Uri Gazer |
2,114,480 |
2.88% |
| Name: Uri Gazer |
|
|
| |
|
|
| /s/ Joseph Shefet |
3,000,000 |
4.08% |
| Name: I.M.W.T. Holdings Ltd. (1) |
|
|
| |
|
|
| /s/ Tal Yoresh |
3,000,000 |
4.08% |
| Name: KE Zurich Capital (2) |
|
|
| |
|
|
| /s/ Charlote Eilin Tay |
3,333,333 |
4.54% |
| Name: Prop Trade Ltd. (3) |
|
|
| |
|
|
| /s/ Alan Shackelford |
5,134,375 |
7.00% |
| Name: Dr. Alan Shackelford |
|
|
| |
|
|
| /s/ Jacky Shenker |
8,000,000 |
10.90% |
| Name: Jacky Shenker |
|
|
| |
|
|
| /s/ Shlomo Noyman |
2,762,633 |
3.76% |
| Name: Short Trade Ltd. (4) |
|
|
| |
|
|
| /s/ Kfir Silberman |
3,964,300 |
5.40% |
| Name: Kfir Silberman |
|
|
| |
|
|
| /s/ Ziv Turner |
2,104,480 |
2.87% |
| Name: Ziv Turner |
|
|
| |
|
|
| /s/ Amir Uziel |
3,209,390 |
4.37% |
| Name: Amir Uziel |
|
|
| |
|
|
| /s/ Lavi Krasney |
2,515,562 |
3,43% |
| Name: Lavi Krasney |
|
|
| Total |
39,138,553 |
53.33% |