Amended Current Report Filing (8-k/a)
May 09 2018 - 4:16PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
(Amendment
No. 1)
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
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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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2
Ben Gurion Street, Ramat Gan, Israel
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4514760
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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
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):
[ ]
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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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[ ]
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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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[ ]
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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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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. [ ]
Explanatory
Note
This
Amendment No. 1 to the Current Report on Form 8-K amends Item 1.01 of the Current Report on Form 8-K filed on May 3, 2018 (the
“Original Form 8-K”) solely to correct an error in the first paragraph of the disclosure under Item 1.01 in the Original
Form 8-K with respect to the number of shares of the Registrant’s common stock into which the Series A Preferred Stock is
currently convertible. The paragraph has been replaced in its entirety below. No other changes have been made to the Original
Form 8-K.
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 25,000,000 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 (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.
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.
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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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Dated:
May 9, 2018
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