Current Report Filing (8-k)
September 30 2016 - 6:09AM
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): September 22, 2016
OWC
PHARMACEUTICAL RESEARCH CORP.
(Exact Name of Registrant as Specified in its Charter)
Commission
File No.:
333-209530
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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22
Shacham St, P.O,B, 8324, Petach Tikva, Israel
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4918103
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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: +972-3-917-1921
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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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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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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Item
1.01. Entry Into A Material Definitive Agreement
On
September 28, 2016, OWC Pharmaceutical Research Corp.’s wholly-owned Israeli subsidiary, One World Cannabis Ltd. (“OWC
Ltd”), entered into a loan agreement (the “Loan Agreement”) with Medmar LLC
,
organized under the laws of the State of Maryland
(“Medmar”), effective
as of September 22, 2016
(the “Effective Date”), pursuant to which Medmar has agreed to loan OCW Ltd a total
of $300,000 (the “Loan”) on a non-interest bearing basis, with no conversion rights. Medmar will fund the Loan in
six equal installments of $50,000 each, as follows: (i) 1st installment was released to OWC Ltd on September 22, 2016; (ii) 2nd
installment on October 1, 2016; (iii) 3rd installment on November 1, 2016; (iv) 4th installment on December 1, 2016; (v) 5th installment
on January 1, 2017; and (vi) 6th installment on February 1, 2017. The Loan, as noted above, bears no interest, is not convertible,
is due in 36 months from the Effective Date, and repayment shall be made only by the set off of royalties payable by Medmar to
OWC Ltd, as discussed below.
The
Loan Agreement further provides that: (i) prior to the full repayment of the Loan, which OWC Ltd may prepay at any time, if and
to the extent Medmar is required to pay any royalties to OWC under a License Agreement dated March 17, 2016, Medmar shall set
off such royalties from the outstanding principal balance of the Loan; (ii) OWC shall not be required to pay the Loan other than
through the set off from the royalties; and (iii) the Loan is a non-recourse loan, meaning that if and to the extent that the
royalties are insufficient for any reason in order to fully repay the Loan, Medmar waived any right and/or claim to any deficiency.
In
addition, the Loan Agreement also provides that: (i) subject to Medmar funding the entire Loan, Medmar shall receive the exclusive
right to manufacture, produce, publicize, promote and market the OWC’s Licensed Products (as defined in the above-referenced
License Agreement) in any state in the U.S., subject to a new license agreement to be negotiated and signed between the parties
with respect to each and every state; (ii) the rights to be granted to Medmar under (i) above shall expire within three (3) years
subject to certain conditions and limitations; and (iii) the right of first refusal agreement between the parties that was executed
on February 8, 2016 providing Medmar certain rights in connection with the commercialization of Licensed Products in the States
of Hawaii and Pennsylvania be terminated.
The
foregoing description of the Loan Agreement are qualified in their entirety by reference to the full text of thereof, a copy of
which is attached hereto as Exhibit 10.9, which is incorporated herein in its entirety by reference.
Item
9.01 Financial Statements and Exhibits.
(b)
The following document is filed an exhibit to this current report on Form 8-K or incorporated by reference herein. Any document
incorporated by reference is identified by a parenthetical reference to the SEC filing that included such document.
Exhibit
No.
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Description
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10.9
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Loan
Agreement between OWC Ltd and Medmar dated September 28, 2016, filed herewith.
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SIGNATURE
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.
OWC
Pharmaceutical Research Corp.
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By:
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/s/:
Mordechai Bignitz
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Name:
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Mordechai
Bignitz
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Title:
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Chief
Executive Officer
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Date:
September 29, 2016
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