SECURITIES AND EXCHANGE COMMISSION
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of report (date of earliest event reported):
February 22, 2017
PHARMACEUTICAL RESEARCH CORP.
(Exact Name of
Registrant as Specified in its Charter)
Commission File No.: 0-54856
(State of Incorporation)
(I.R.S. Employer Identification No.)
30 Shacham Street. P.O.B.
8324 Petach Tikva, Israel
(Address of Principal Executive Offices)
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):
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 3.02. Unregistered Sales of Equity Securities.
During the period from January 9, 2017 through February
22, 2017, OWC Pharmaceutical Research Corp. (the "Registrant" or the
"Company") issued and sold to "accredited investors," as that term is
defined in Rule 501 under Regulation D promulgated by the Securities and
Exchange Commission under the Securities Act of 1933, as amended (the "Act")
units comprised of restricted shares of the Registrant's common stock, par
value $0.0001 (the "Shares") and common stock purchase warrants, as follows:
(i) On February 22, 2017, a total of 550,000 units at a
price of $0.70 per unit, each consisting of one Share and on one Class L
Warrant exercisable at $1.40 for a period of 18 months for total proceeds of
(ii) On February 13, 2017, a total of 1,734,000 units at a
price of $0.50 per unit, each consisting of one Share and one Class K
Warrant exercisable to $1.00 for a period of 18 months for total proceeds of
(iii) On January 17, 2017, a total of 520,000 units at price of
$0.25 per unit, each consisting of one Share and one Class I Warrant
exercisable at $0.50 for a period of 24 months for total proceeds of
(iv) On January 13. 2017, a total of 588,235 units at $0.17 per
unit, each consisting of one Share and one Class H Warrant exercisable at
$0.40 for a period of 36 months, for total proceeds of $100,000; and
On January 9, 2017, a total of 1,097,230 units at $0.13 per unit, each
consisting of one Share and one Class G Warrant exercisable at $0.25 for a
period of 24 months and one Class H Warrant exercisable at $0.40 for a
period of 36 months for total proceeds of $142,640.
In addition, on February 3, 2017, the Registrant issued a
total 300,000 restricted Shares to Lyons Capital, LLC, a Florida limited
liability company, for business consulting services as well as the
Registrant's participation in 2017 WSC Conference Event being held at the
Hilton Double Tree, Boca Raton, FL on March 1, 2017.
The issuance of the Shares and 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 and Regulation D
promulgated by the SEC under the Act.
Item 8.01. Other Events.
The Registrant, in its press release attached hereto as
Exhibit 99.1 to this 8-K, announced it has received Institutional Review
Board (IRB) approval to conduct safety testing on its proprietary topical
creme compound for the treatment of psoriasis and related skin conditions.
Psoriasis is an autoimmune disease that causes red, scaly patches to appear
on the skin, and can be associated with other serious health conditions,
including diabetes, heart disease and depression. According to the National
Psoriasis Foundation, psoriasis affects 7.5 million people in the United
The IRB approval follows the Company's February 1, 2017
8-K filing announcing an extension to the size and scope of its efficacy
study on the same compound, which began in November 2106. The IRB-approved
study encompasses the cream itself, as a delivery mechanism, as well as the
proprietary psoriasis formulation, and is the first to formally make such
claims with the NIH Registry. The double-blind study, which will be
conducted on healthy volunteers at one of Israel's leading academic
hospitals, is designed to demonstrate the safety of the formulation in
treating psoriasis on human skin tissue.
Dr. Yehuda Baruch, the Company's Director of Research and
Regulatory Affairs, stated "This approval is a significant milestone for OWC,
where our mission is to bring the same rigorous approach common to
traditional pharmaceutical development to the medical cannabis field. As we
reported earlier, the results of our efficacy studies were so encouraging
that management decided to extend the size and scope of the study to verify
the biological markers that had been generated to date, among other things.
Ziv Turner, the Company's Vice President of Business
Development and Managing Director of One World Cannabis, Ltd., the Company's
wholly-owned subsidiary, added, "immediately following announcement of the
Company's psoriasis treatment formulation, we began receiving requests for
our topical psoriasis cream product from patients suffering from the
condition. After several years of extensive commitment to R&D, we now expect
that the Company should be in position to bring our psoriasis cream product
to the market during the second quarter of 2017 or soon thereafter."
Reference is made to the full text of the press release
filed as Exhibit 99.1 herewith.
Item 9.01 Financial Statements and Exhibits.
(a) The following documents are filed as exhibits to
this 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
Press Release dated February 27,
2017, filed herewith.
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.
Name: Mordechai Bignitz
Title: Chief Executive
Date: February 24, 2017