Current Report Filing (8-k)
May 03 2018 - 8:24AM
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): April 30, 2018
OWC
Pharmaceutical Research Corp.
(Exact
Name of Registrant as Specified in its Charter)
Commission
File No.: 0-54856
Delaware
|
|
98-0573566
|
(State
of Incorporation)
|
|
(I.R.S.
Employer Identification No.)
|
2
Ben Gurion Street, Ramat Gan, Israel
|
|
4514760
|
(Address
of Principal Executive Offices)
|
|
(Zip
Code)
|
Registrant’s
Telephone Number, including area code: 972 (72)-260-8004
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):
[ ]
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
|
[ ]
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
|
[ ]
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
|
[ ]
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
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
1.01 Entry into a Material Definitive Agreement.
On April 30, 2018, OWC
Pharmaceutical Research Corp. (the “Registrant”) entered into and consummated a Securities Purchase Agreement
(the “Agreement”) with a non-US-based institutional investor (the “Purchaser”). Under
the terms and conditions of the Agreement, the Registrant sold and the Purchaser bought, (i) 500 shares of the Registrant’s
new series of preferred stock designated as Series A Preferred Stock (the “Preferred Shares”), which are currently
convertible into 37,500,000 shares of the Registrant’s common stock, par value $0.00001 per share (“Common Stock”)
and (ii) Warrants (the “Warrants”) representing the right to acquire 12,500,000 shares of Common Stock (each of which
shall be adjusted in accordance with the terms and conditions set forth in the Certificate of Designations and the Warrants) for
an aggregate purchase price of $5,000,000. Newbridge Securities Corporation, through LifeTech Capital, acted as exclusive placement
agent for the transaction. The Registrant paid Newbridge a cash fee and issued to them warrants to purchase 2.5 million shares
of Common Stock.
The
terms of each the Preferred Stock and Warrants provide for anti-dilution protection for issuances of shares of Common Stock at
a price per share less than a price equal to the conversion price or exercise price, as applicable and, that in the event of a
“fundamental transaction” (as described in the Warrants), the investor will have the right to receive the value of
the Warrant as determined in accordance with the Black Scholes option pricing model.
In
connection with the Agreement, the Registrant and Purchaser entered into a Registration Rights Agreement (the “Registration
Rights Agreement”), pursuant to which the Registrant has agreed to, among other things, use its commercially reasonable
best efforts to prepare and file with the United States Securities and Exchange Commission within sixty (60) days a registration
statement covering the shares of Common Stock underlying the Preferred Stock and the Warrants.
The
foregoing descriptions of the Agreement, the Warrants and the Registration Rights Agreement are only summaries, do not purport
to be complete and are qualified in their entirety by reference to the Agreement, Registration Rights Agreement and Warrants.
The Form of Warrant, Registration Rights Agreement and form of the Agreement are attached hereto as Exhibits 4.1, 4.2 and 10.1
and are incorporated by reference herein.
Item
3.02 Unregistered Sales of Equity Securities.
The
information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item
3.03 Material Modification to Rights of Security Holders.
On
April 30, 2018, the Registrant, in connection with the Purchase Agreement, filed a Certificate of Designations with respect to
its Series A Preferred Stock (the “Certificate of Designations”). The Company authorized 1,000 shares of its newly
designated Series A Preferred Stock, par value $0.00001 per share (the “Preferred Shares”).
Each
Holder of Preferred Shares is entitled to receive dividends on each Preferred Share, payable quarterly on March 31, June 30, September
30, and December 31, commencing June 30, 2018 (which shall be pro-rated), (the “Dividend Payment Date”), in an amount
equal to five percent (5%) per annum of the Stated Value ($10,000.00 per Preferred Share) of each Preferred Share and which shall
be cumulative. The dividends are due and payable in cash or freely tradable common stock of the Registrant in the sole discretion
of the Registrant provided, however, that the Registrant may only elect to pay such a dividend in shares of Common Stock if, at
the time such dividend is declared, the Registrant is in full compliance with all of the Equity Conditions as defined in the Certificate
of Designations. In the event the Registrant properly elects to pay a dividend in shares of Common Stock, the number of shares
of Common Stock issuable for each Preferred Share shall be equal to: (i) five percent (5%) of the Conversion Value (as defined
in the Certificate of Designations) of such Preferred Share divided by (ii) an amount equal to (A) 85% of the quotient determined
by dividing (x) the sum of the three (3) lowest closing prices of the Common Stock during the period beginning five (5) trading
days prior to the Dividend Payment Date and ending three (3) trading days after the shares of Common Stock are received into the
holder of Preferred Shares brokerage account and fully cleared for trading, by (y) three (3), minus (B) $0.01.
Each
share of the Preferred Stock will have a liquidation preference of 120% of the Stated Value (as such term is defined in the Certificate
of Designations) of a Preferred Share plus accrued but unpaid dividends and is convertible into shares of the Registrant’s
Common Stock upon the terms and conditions set forth in the Certificate of Designations.
The
Registrant must redeem half the outstanding shares of Preferred Shares beginning 270 days after the closing of the Purchase Agreement
in an amount equal to 110% of the Stated Value in cash or Common Stock upon the terms and conditions set forth in the Certificate
of Designations. The Registrant must also redeem the Preferred Shares upon any Bankruptcy Triggering Event (as such term is defined
in the Certificate of Designations) in an amount set forth in the Certificate of Designations. The Certificate of Designations
provides for other redemption rights as well.
Holders
of Preferred Shares and the holders of shares of Common Stock will vote on all matters requiring a vote of the shareholders of
the Registrant as a single class. Subject to the terms and conditions set forth in the Certificate of Designations, each Holder
will be entitled to the whole number of votes equal to the number of shares of Common Stock into which such holder’s Preferred
Shares would be convertible using the record date for determining the stockholders of the Registrant eligible to vote on such
matters as the date as of which the conversion price is calculated. Notwithstanding the foregoing, the holders of Preferred Shares
will also be entitled to vote as a separate class on specific matters or upon the occurrence of certain events as governed by
Delaware law.
The
foregoing summary of the Certificate of Designation is not complete and is qualified in its entirety by reference to the Certificate
of Designation, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
April 30, 2018, the Registrant filed the Certificate of Designations with the Secretary of State of the State of Delaware, establishing
the rights, preferences, privileges, qualifications, restrictions and limitations of the Preferred Shares. The Certificate of
Designations became effective with the Secretary of State of the State of Delaware upon filing. A copy of the Certificate of Designations
is included as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01
Financial Statements and 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.
|
OWC
PHARMACEUTICAL RESEARCH CORP.
|
|
|
|
|
By:
|
/s/
Mordechai Bignitz
|
|
Name:
|
Mordechai
Bignitz
|
|
Title:
|
Chief
Executive Officer
|
Dated:
May 03, 2018
EXHIBIT
INDEX
OWC Pharmaceuticals Rese... (CE) (USOTC:OWCP)
Historical Stock Chart
From Aug 2024 to Sep 2024
OWC Pharmaceuticals Rese... (CE) (USOTC:OWCP)
Historical Stock Chart
From Sep 2023 to Sep 2024