Current Report Filing (8-k)
December 03 2018 - 6:24AM
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): November 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: +972-72-260-8004
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:
[ ] 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
8.01 Other Events.
[
Allegations
against Dr. Yehuda Baruch
]
On November, 27, 2018, the Tel Aviv, regional
Prosecutor’s Service filed criminal charges against Dr. Yehuda Baruch, the Chief Medical and Regulatory Affairs Officer
of OWC Pharmaceutical Research Corp. (the “Company”), alleging that Dr. Baruch conducted an improper sexual relationship
with a psychiatric patient. Dr. Baruch denies all allegations. Such criminal charges are not directed at, and do not concern,
the Company, any actions of Dr. Baruch in the Company or any other of our directors or officers. The Company is currently evaluating
its options in light of the allegations brought against Dr. Baruch.
[
Adjustment
to Series A Convertible Preferred Stock
]
The
aforementioned charges brought against Dr. Baruch are considered a “triggering event” (a “Triggering Event”)
under the certificate of designation (the “Certificate of Designation”) governing our Series A Convertible Preferred
Stock (the “Series A Preferred Shares”). Subject to certain beneficial ownership limitations of the Series A Preferred
Shares, at any time during the period commencing on the date of the occurrence of a Triggering Event and ending on the date of
the cure of such Triggering Event, a holder of the Series A Preferred Shares may, at such holder’s option, by delivery of
notice to the Company, specify a future date upon which such holder shall require the Company to convert all, or any number of,
Series A Preferred Shares into shares of the Company’s common stock at an adjusted conversion ratio as specified in the
Certificate of Designation.
Any
additional shares of our common stock issued upon the conversion of the Series A Preferred Shares could dilute the ownership of
the current holders of shares of our outstanding common stock.
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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Date:
November 30, 2018
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