UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of report (date of earliest event reported):
November 21, 2016
OWC
PHARMACEUTICAL RESEARCH CORP.
(Exact Name of
Registrant as Specified in its Charter)
Commission File No.: 0-54856
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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 Street. 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 (0) 3-758-2657
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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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))
Item 1.01. Entry Into A Material Definitive Agreement.
On November 4, 2016, OWC Pharmaceutical Research Corp. (the "Registrant")
filed a Form 8-K reporting that it had entered into a Reg S Unit
Subscription Agreement (the "Subscription Agreement") with Michepro Holding
Ltd, organized under the laws of Cyprus (the "Investor"), pursuant to which
the Investor subscribed for and purchased the Registrant's securities for
cash consideration of $300,000. Reference is made to the disclosure under
Item 3.02 below. A copy of the Subscription Agreement was attached as
Exhibit 10.17 to that Form 8-K.
Item 3.02. Unregistered Sales of Equity Securities.
On November 22, 2016, the Registrant received the proceeds of $300,000
from the Investor under the Subscription Agreement and authorized the
issuance of 2,307,692 restricted shares of common stock (the "Shares") to
the Investor based upon a subscription price of $0.13 per share. In
connection with Subscription Agreement, the Registrant also issued to the
Investor Class G and Class H Warrants exercisable as follows: (i) the Class
G Warrants are exercisable for a period of twenty-four (24) months to
purchase 761,538 additional Shares at an exercise price of $0.25 per Share;
and (ii) the Class H Warrants are exercisable for a period of thirty-six
(36) months to purchase 761,538 additional Shares at an exercise price of
$0.40 per Share.
The issuance of the Shares and Class G and Class H Warrants was made in
reliance upon the exemptions provided in Section 4(2) of the Securities Act
of 1933, as amended (the "Act") and Regulation S promulgated by the United
States Securities and Exchange Commission (the "SEC") under the Act.
Item 8.01. Other Events.
On November 21, 2016, the Registrant's wholly-owned subsidiary OWC,
received a wire of $100,000 from Medmar LLC, representing the November and
December loan installments of $50,000 each under the loan agreement dated
September 28, 2016, as reported in the Registrant's Form 8-K filed on
September 30, 2016. To date, OWC has received a total of $200,000 of the
total loan amount of $300,000, with the remaining two installments of
$50,000 each becoming due in January and February 2017.
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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: November 22, 2016