Filed
Pursuant to Rule 424(b)(3)
Registration
No. 333-225641
Prospectus
Supplement No. 3
OWC
Pharmaceutical Research Corp.
47,500,000
Shares of Common stock
This
prospectus supplement no. 3 (the “Prospectus Supplement”) supplements the information contained in the prospectus
dated July 3, 2018 (the “Prospectus”) relating to the offer and sale from time to time of up to 47,500,000 shares
of our common stock by the selling stockholder of OWC Pharmaceutical Research Corp. named in the Prospectus. The number of shares
offered for sale by the selling stockholder consists of up to (i) 140% of the 25,000,000 shares (or 35,000,000 shares) of our
common stock currently issuable upon the conversion of 500 shares of our new series of preferred stock designated as Series A
Preferred Stock (the “Series A Preferred Shares”) held by the selling stockholder and (ii) 12,500,000 shares of our
common stock currently issuable upon exercise of a warrants held by the selling stockholder (the “Warrants”). The
selling stockholder acquired the Preferred Shares and the Warrants from us pursuant to a Securities Purchase Agreement (the “Securities
Purchase Agreement”), dated April 30, 2018, by and between the Company and the investor identified therein (the “Investor”).
This
Prospectus Supplement is being filed to update and supplement the information in the Prospectus with the information contained
in our Current Report on Form 8-K filed with the Securities and Exchange Commission on November 30, 2018
(the “Form 8-K”). Accordingly, we have attached the Form 8-K to this Prospectus Supplement.
This
Prospectus Supplement is incorporated by reference into, and should be read in conjunction with, the Prospectus. This Prospectus
Supplement is not complete without, and may not be delivered or utilized except in connection with, the Prospectus, including
any amendments or supplements thereto. Any statement contained in the Prospectus shall be deemed to be modified or superseded
to the extent that information in this Prospectus Supplement modifies or supersedes such statement. Any statement that is modified
or superseded shall not be deemed to constitute a part of the Prospectus except as modified or superseded by this Prospectus Supplement.
Investing
in our common stock is highly speculative and involves a high degree of risk. Please consider carefully the specific factors set
forth under “Risk Factors” beginning on page 4 of the Prospectus and in our filings with the Securities and Exchange
Commission.
Neither
the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed
upon the accuracy or adequacy of the disclosures in the Prospectus. Any representation to the contrary is a criminal offense.
The
date of this Prospectus Supplement is December 4, 2018
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
OWC
PHARMACEUTICAL RESEARCH CORP.
47,500,000
shares of Common stock
Prospectus
Supplement
December
4
, 2018
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