Filed Pursuant
to Rule 424(b)(3)
Registration
No. 333-231865
Prospectus
OWC
Pharmaceutical Research Corp.
269,739,284
Shares of Common
stock
This
prospectus relates to the offer and sale from time to time of up to 269,739,284 shares of our common stock by the selling
stockholder listed on page 74 of this prospectus. The number of shares offered for sale by the selling stockholder consists of
up to (i) 251,430,000 shares of our common stock currently issuable upon the conversion of, and in payment of dividends
on, 433 shares of our series of preferred stock designated as Series A Preferred Stock (the “Series A Preferred Shares”)
held by the selling stockholder, (ii) 5,809,284 shares of our common stock held by the selling stockholder and (iii) 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 shares of common stock, Preferred Shares and the Warrants from us pursuant to a Securities
Purchase Agreement (the “Securities Purchase Agreement”), dated April 30, 2018, by and between us and the investor
identified therein (the “Investor”). We previously registered the resale of 140% of the shares of our common stock
initially issuable upon conversion of the Series A Preferred Shares and shares of our common stock issuable upon exercise of the
Warrants, or an aggregate of 47,500,000 shares of our common stock. On November 27, 2018, as a result of a “triggering event,”
the conversion price of the Series A Preferred Shares was adjusted downward. As of May 17, 2019, we had issued 46,865,656
shares of our common stock to the Investor upon conversion of, and in payment of dividends on, 67 Series A Preferred Shares, of
which 41,690,716 shares have been previously resold.
We
are registering the resale of the shares of common stock covered by this prospectus as required by the Registration Rights Agreement
we entered into with the Investor on April 30, 2018. We are not selling any shares of our common stock in this offering and we
will not receive any of the proceeds from the sale of shares of our common stock by the selling stockholder. The selling stockholder
will receive all of the proceeds from any sales of the shares of our common stock offered hereby. However, we will incur expenses
in connection with the registration of the shares of our common stock offered hereby. Moreover, we will receive the exercise price
upon any exercise of the Warrants, to the extent exercised on a cash basis. If the Warrants are exercised in full on a cash basis,
we would receive gross proceeds of approximately $2.75 million. We currently intend to use such proceeds, if any, for research
and development, general corporate purposes and working capital. The holder of the Warrant is not obligated to exercise the Warrant,
and we cannot predict whether or when, if ever, the holder of the Warrant will choose to exercise the Warrant, in whole or in
part, or whether the holder of the Warrant will elect to exercise the Warrant under the net share settlement provisions of the
Warrant which would result in the Company not receiving any cash proceeds.
The
selling stockholder may sell these shares through public or private transactions at market prices prevailing at the time of sale
or at negotiated prices. The timing and amount of any sale are within the sole discretion of the selling stockholder. Our registration
of the shares of common stock covered by this prospectus does not mean that the selling stockholder will offer or sell any of
the shares. For further information regarding the possible methods by which the shares may be distributed, see “Plan of
Distribution” beginning on page 76 of this prospectus.
Our
common stock is quoted on the OTCQB market under the symbol “OWCP.” The last quoted price of our common stock on June
27, 2019 was $0.016 per share.
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 this 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 this prospectus. Any representation to the contrary is a criminal offense.
The
date of this prospectus is June 28, 2019
TABLE
OF CONTENTS
ABOUT
THIS PROSPECTUS
This
prospectus is part of a registration statement that we have filed on behalf of the selling stockholder named herein with the Securities
and Exchange Commission (the “SEC”) pursuant to which the selling stockholder named herein may, from time to time,
offer and sell or otherwise dispose of the shares of our common stock covered by this prospectus. The selling stockholder and
the plan of distribution of the shares being offered hereby are described in this prospectus under the headings “Selling
Stockholders” and “Plan of Distribution.” You should not assume that the information contained in this prospectus
is accurate on any date subsequent to the date set forth on the front cover of this prospectus even though this prospectus is
delivered or shares of common stock are sold or otherwise disposed of on a later date. It is important for you to read and consider
all information contained in this prospectus in making your investment decision. You should also read and consider the information
in the documents to which we have referred you under “Where You Can Find Additional Information” in this prospectus.
You
should rely only on the information contained in this prospectus. We and the selling stockholder have not authorized anyone to
give any information or to make any representation to you other than those contained in this prospectus. You must not rely upon
any information or representation not contained in this prospectus. This prospectus does not constitute an offer to sell or the
solicitation of an offer to buy any of our shares of common stock other than the shares of our common stock covered hereby, nor
does this prospectus constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction to
any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. Persons who come into possession of
this prospectus in jurisdictions outside the United States are required to inform themselves about, and to observe, any restrictions
as to the offering and the distribution of this prospectus applicable to those jurisdictions.
Smaller
Reporting Company
Pursuant
to Item 10(f) of the Regulation S-K promulgated under the Securities Act of 1933, as amended, as indicated herein, we have elected
to comply with the scaled disclosure requirements applicable to “smaller reporting companies,” including providing
two years of audited financial statements.
Unless
we have indicated otherwise, or the context otherwise requires, references in this prospectus to “OWC,” the “Company,”
“we,” “us” and “our” refer to OWC Pharmaceutical Research Corp. and its consolidated subsidiary,
One World Cannabis Ltd., a company organized under the laws of Israel.
PROSPECTUS
SUMMARY
This
summary highlights selected information contained elsewhere in this prospectus and does not contain all of the information that
you should consider in making your investment decision. Before investing in our common stock, you should carefully read this entire
prospectus, including our financial statements and the related notes thereto and the information set forth under the “Risk
Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections
of this prospectus.
Overview
We
are an early stage medical cannabis research and development company that applies conventional pharmaceutical research protocols
and disciplines to the field of medical cannabis with the objective of establishing a leadership position in the research and
development of medical cannabis therapies, products and delivery technologies. We are currently engaged in the research and development
and have conducted trials on the efficacy of cannabis-based medical products (the “Cannabis-Based Medical Products”)
commencing with our cannabis-based topical ointment for the treatment of psoriasis. In addition, we also are pursuing the use
of our Cannabis-Based Medical Products for the treatment of multiple myeloma, post-traumatic stress disorder (“PTSD”),
chronic pain and fibromyalgia, and have made significant advancements in the development of a cannabis soluble tablet delivery
system that could have applications for other indications. We are also capable of providing consulting and advisory services to
governmental and private entities to assist them with developing and implementing tailor-made, comprehensive medical cannabis
programs, although we have not generated any revenues from such services to date.
We
have been engaged in research and development and consulting and advisory activities through our wholly-owned Israeli subsidiary,
One World Cannabis Ltd., since July 2014. To date, we have entered into binding agreements with major hospitals and medical research
facilities in Israel for the purpose of conducting research studies and trials related to the development and use of Cannabis-Based
Medical Products for the treatment of multiple myeloma, psoriasis, PTSD, chronic pain and fibromyalgia, and for the development
of a cannabis soluble tablet delivery system.
On
January 29, 2019 we reported positive safety data from our Phase 1 trial for our medical grade cannabis MGC ointment for the treatment
of skin diseases. No severe adverse events were observed in the trial.
On
March 14, 2019, we executed a contract with the Souraski Medical Center Fund in Tel Aviv to perform a single-dose, randomized,
crossover study to compare the safety, tolerability and pharmacokinetics of our Medical Grade Cannabis - Orally Disintegrating
Tablets (MGC-ODT) with Buccal Sativex®, in Healthy Adult Volunteers. This Clinical Trial Agreement (the “Agreement”)
is entered into by and among One World Cannabis Ltd., our wholly owned subsidiary and The Medical, Infrastructure and Health Services
Fund of the Tel Aviv Medical Center, Israel, and Prof. Jacob Ablin M.D. as the Principal Investigator. The primary objectives
of the study are:
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to
investigate the pharmacokinetics profile of THC, 11-OH THC and CBD following a single sublingual dose of MGC-ODT;
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to
compare the pharmacokinetic profiles of THC, THC metabolite 11-hydroxy-THC and CBD following a single administration of the
investigational MGC-ODT vs. Sativex® Oromucosal Spray; and
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to
monitor and compare the safety and tolerability of the MGC-ODT and Sativex® in the participating subjects.
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April
2018 PIPE
On
April 30, 2018, we consummated a private placement transaction (the “April 2018 PIPE”) by entering into a Securities
Purchase Agreement (the “Purchase Agreement”) with a non-US-based institutional investor (the “Investor”).
Under the terms and conditions of the Purchase Agreement, we sold and the Investor bought, (i) 500 shares of our new series of
preferred stock designated as Series A Preferred Stock (the “Series A Preferred Shares”), which were initially convertible
into 25,000,000 shares of our common stock at a conversion price of $0.20 per share, subject to adjustment pursuant to the anti-dilution
provisions of the Preferred Shares, and (ii) warrants representing the right to initially acquire 12,500,000 shares of our common
stock at an exercise price of $0.22 per share (the “Warrants”), subject to adjustment pursuant to the anti-dilution
provisions of the Warrants, for an aggregate purchase price of $5,000,000. On November 27, 2018, as a result of a “triggering
event,” the conversion price of the Series A Preferred Shares was adjusted to an amount equal to (A) 75% of the quotient
determined by dividing (x) the sum of the three (3) lowest closing prices of our common stock during the period beginning ten
(10) trading days prior to such triggering event conversion date and ending three (3) trading days after the shares of common
stock are received into the investor’s brokerage account and fully cleared for trading, by (y) three (3), minus (B) $0.01.
As of May 17, 2019, the Investor converted an aggregate of 67 shares of Preferred Stock into an aggregate of 41,668,210 shares
of the Common Stock at the conversion prices in effect on the respective conversion dates.
Newbridge
Securities Corporation (“Newbridge”), through LifeTech Capital, acted as exclusive placement agent for the transaction
and we paid Newbridge a cash fee of $375,000 and issued to them warrants to purchase 2.5 million shares of our common stock
at an exercise price of $0.20 per share. The Warrants contain customary terms, including provisions for “cashless”
exercise, change of control, price based anti-dilution, and customary demand or piggyback registration rights. In addition, we
are obligated to pay Newbridge a warrants solicitation fee equal to 4% of the gross proceeds that we receive upon cash exercise
of the Warrants. Since the Initial Date through March 31, 2019, no solicitation fee was earned as no warrants were exercised.
The
terms of the Preferred Shares contain conditional redemption provisions and a deemed liquidation preference feature. In addition,
the terms of each of the Preferred Shares and Warrants provide for anti-dilution protection for issuances of shares of our 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 Warrants as determined in accordance with the Black Scholes option pricing model.
In
connection with the Purchase Agreement, we entered into a Registration Rights Agreement (the “Registration Rights Agreement”)
with the Investor, pursuant to which, among other things, we have agreed to use our commercially reasonable best efforts to (i)
prepare and file with the SEC within 60 calendar days of the offering a registration statement covering the shares of common stock
underlying the Preferred Shares and Warrants and (ii) have the registration statement and any amendment thereto to be declared
effective by the SEC within 90 calendar days from the date of the initial filing of such registration statement. We previously filed a registration statement on Form S-1 pursuant to the Registration Rights Agreement on June 14, 2018 (File
No. 333-225641), or the Prior Registration Statement, which was declared effective on July 2, 2018.
Risks
associated with our business
Our
business is subject to a number of risks of which you should be aware before making an investment decision. These risks are discussed
more fully in the “Risk Factors” section of this prospectus immediately following this prospectus summary. These risks
include, but are not limited to, the following:
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our
ability to continue as a going concern;
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our
ability to generate revenue or achieve profitability;
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our
ability to obtain additional financing on acceptable terms, if at all;
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our
ability to obtain insurance coverage;
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performance
of our information technology and storage systems;
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a
disruption of breach of our information technology systems;
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our
dependence on the success of cannabinoid technology;
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our
ability to keep pace with technological advances;
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legal
and regulatory developments in the United States and foreign countries;
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the
success and timing of our preclinical and clinical trials;
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our
ability to secure Israeli licenses to use cannabis for medical research;
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the
rate and degree of market acceptance of cannabis-based medical products;
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the
success of competing products or therapies that become available;
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our
dependence on third parties;
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the
performance of third parties upon which we depend;
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our
ability to obtain and maintain protection for our intellectual property;
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our
ability to protect and defend against litigation, including intellectual property claims;
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our
ability to obtain licenses, if necessary, on commercially reasonable terms or at all;
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our
ability to attract and retain key personnel; and
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risks
related to operating in Israel.
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Our
corporate information
We
were incorporated in Delaware on March 7, 2008 under the name Dynamic Applications Corp. We changed our name to OWC Pharmaceutical
Research Corp. on December 9, 2014. We formed our wholly owned subsidiary One World Cannabis Ltd in Israel on July 6, 2014. Our
principal executive offices are located at 2 Ben Gurion St., Ramat Gan, Israel 5257334 and our telephone number is 972 (0) 72-260-8004.
Our website address is
www.owcpharma.com
. The information contained on, or that can be accessed through, our website is
not and shall not be deemed to be part of this prospectus. We have included our website address in this prospectus solely as an
inactive textual reference. Investors should not rely on any such information in deciding whether to purchase our common stock.
All
other service marks, trademarks and trade names appearing in this prospectus are the property of their respective owners. We do
not intend our use or display of other companies’ trade names, trademarks or service marks to imply a relationship with,
or endorsement or sponsorship of us by, these other companies.
THE
OFFERING
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Common
stock offered by the selling stockholder
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Up
to 263,930,000 shares of common stock.
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Common
Stock to be outstanding after this offering, assuming conversion of all the Preferred Shares and full exercise of the Warrant
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458,554,562
shares of common
stock.
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Use
of Proceeds
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We
are not selling any shares of our common stock in this offering and we will not receive any of the proceeds from the sale
of shares of our common stock by the selling stockholder. The selling stockholder will receive all of the proceeds from any
sales of the shares of our common stock offered hereby. However, we will receive the exercise price upon any exercise of the
Warrant, to the extent exercised on a cash basis. If the Warrant is exercised in full on a cash basis, we would receive gross
proceeds of approximately $2.75 million. We currently intend to use such proceeds, if any, for research and development, general
corporate purposes and working capital. The holder of the Warrant is not obligated to exercise the Warrant, and we cannot
predict whether and when, if ever, the holder of the Warrant will choose to exercise the Warrant, in whole or in part, or
whether the holder of the Warrant will elect to exercise the Warrant under the net share settlement provisions of the Warrant
which would result in the Company not receiving any cash proceeds. See “Use of Proceeds.”
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Offering
Price
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The
selling stockholder may sell all or a portion of its shares through public or private transactions at prevailing market prices
or at privately negotiated prices. See “Plan of Distribution” beginning on page 76 of this prospectus.
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OTC
Markets (OTCQB) symbol
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OWCP
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Risk
Factors
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Investing
in our common stock involves a high degree of risk. See “Risk Factors” beginning on page 4 of this prospectus
for a discussion of certain factors to consider carefully before deciding to invest in our common stock.
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The
number of shares of our common stock outstanding before and after this offering is based on 194,264,562 shares of common
stock outstanding as of May 17, 2019, and excludes:
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29
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shares of common stock issuable upon exercise of outstanding stock options to purchase our common stock at a weighted average
exercise price of $0.06 per share;
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5,435,469
shares of common stock issuable upon exercise of outstanding
warrants to purchase our common stock at weighted average exercise price of $0.31 per share; and
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7,000,000
shares of common stock reserved for future issuance under our 2016 Employee Incentive Plan.
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RISK
FACTORS
Investing
in our common stock involves a high degree of risk. You should carefully consider the risks and uncertainties described below,
together with all of the other information in this prospectus, including our financial statements and related notes, before deciding
whether to invest in our common stock. The risks and uncertainties described below are not the only ones we face. Additional risks
and uncertainties that we are unaware of, or that we currently believe are not material, may also become important factors that
affect us. If any of the following risks occur, our business, operating results and prospects could be materially harmed. In that
event, the price of our common stock could decline, and you could lose part or all of your investment.
Risks
Related to Our Business, Financial Position and Capital Requirements
We
are an early-stage biopharmaceutical medical cannabis research and development company with a history of losses, and we expect
to continue to incur losses for the foreseeable future, and we may never achieve or maintain profitability.
We
are an early-stage biopharmaceutical medical cannabis research and development company focused on the research and development
of medical cannabis therapies, products and delivery technologies and we have incurred significant operating losses since we commenced
our present operations in July 2014. Our net loss was approximately $10.3 million and $4.6 million for the fiscal years
ended December 31, 2018 and 2017, respectively. As of December 31, 2018, we had an accumulated deficit of approximately $27.2
million. To date, we have not generated any product revenue. Substantially all of our losses have resulted from expenses incurred
in connection with our research and development programs and from general and administrative costs associated with our operations.
We have no products on the market and expect that it will be many years, if ever, before we have a product candidate ready for
commercialization.
We
have not generated, and may not generate, any product revenue for the foreseeable future, and we expect to continue to incur significant
operating losses for the foreseeable future due to the cost of research and development, preclinical studies and clinical trials,
the regulatory review process for product prospects, and the development of manufacturing and marketing capabilities for any product
prospects approved for commercial sale. The amount of our potential future losses is uncertain. To achieve profitability, we must
successfully develop product prospects, obtain regulatory approvals to market and commercialize product prospects, manufacture
any approved product prospects on commercially reasonable terms, establish a sales and marketing organization or suitable third-party
alternatives for any approved product prospects and raise sufficient funds to finance our business activities. We may never succeed
in these activities and, even if we do, may never generate revenues that are significant or large enough to achieve profitability.
Even if we do achieve profitability, we may not be able to sustain or increase profitability on a quarterly or annual basis. Our
failure to become and remain profitable would decrease our value and could impair our ability to raise capital, maintain our research
and development efforts, expand our business or continue our operations. A decline in our value could also cause our stockholders
to lose all or part of their investment.
Our
independent registered public accounting firm has expressed substantial doubt as to our ability to continue as a going concern
based on our financial history.
Our
audited financial statements for the year ended December 31, 2018 were prepared assuming that we will continue as a going concern
and did not include any adjustments that might result if we cease to continue as a going concern. We believe that in order to
continue as a going concern, including the costs of being a public company, we will need approximately $1,836,000 per year
simply to cover our administrative, legal and accounting fees. We have incurred significant losses since our inception. We have
funded these losses primarily through the sale of shares of our common stock, par value $0.0001 per share (the “Common Stock”),
shares of our Preferred Stock and warrants to purchase shares of Common Stock through private placement transactions, grant of
restricted shares for services rendered and the issuance of convertible notes, which have been subsequently converted into restricted
shares of Common Stock.
Based
on our financial history and other factors described in the audited financial statements as of and for the year ended December
31, 2018, our independent registered public accounting firm has expressed substantial doubt as to our ability to continue as a
going concern in its report on the financial statements and we have made disclosures about going concern matters elsewhere in
the financial statements. To date, we have not generated revenues from operating activities and we do not anticipate generating
any significant revenues in 2019.
Notwithstanding
our success in raising gross proceeds of $5 million from the April 2018 PIPE, there can be no assurance that we will be able to
continue to raise equity and/or debt capital from investors on terms and conditions satisfactory to us, or otherwise, and/or have
adequate capital resources required by us to fund our current and future planned operations. If we are unable to obtain adequate
capital resources to fund operations, we may be required to delay, scale back or eliminate some or all of our plan of operations,
which may have a material adverse effect on our business, results of operations and ability to continue as a going concern.
Since
we have a limited operating history in our business, it is difficult for potential investors to evaluate our business.
Our
business involves two distinct operations: (i) conducting scientific research and development in collaboration with leading universities
and institutions in Israel on the use of cannabis for medical treatment and (ii) providing consulting services to assist clients
with establishing their own medical cannabis treatment programs. We commenced operations as a medical cannabis research and development
company in July 2014, and therefore have a relatively short operating history upon which an evaluation of our future success or
failure can objectively be made. Our business is a highly speculative undertaking and involves a substantial degree of risk. We
have not demonstrated an ability to successfully overcome many of the risks and uncertainties frequently encountered by early-stage
companies in new and rapidly evolving competitive fields, including under-capitalization, cash shortages, limitations with respect
to personnel, financial, and other resources and lack of revenue. The likelihood of our success must be considered in light of
the early stage of our operations. There is no assurance that our business will ever be successful or that we will be able to
attain profitability. Any failure by us to report profits may adversely affect the price of our Common Stock.
We
will need to raise additional capital to meet our business requirements in the future, which may be costly or difficult to obtain
and could dilute our stockholders’ ownership interests.
We
have not yet generated significant revenue and will require additional capital to continue our research and development activities,
conduct clinical trials, commercialize our products and otherwise fund our operations. Our ability to secure required financing
will depend in part upon investor perception of our ability to create a successful business. Capital market conditions and other
factors beyond our control may also play important roles in our ability to raise capital. There can be no assurance that debt
or equity financing will be available or sufficient for our requirements or for other corporate purposes, or if debt or equity
financing is available, that it will be on terms acceptable to us. Moreover, future activities may require us to alter our capitalization
significantly. Our inability to access sufficient capital for our operations could have a material adverse effect on our financial
condition, results of operations and prospects. If we are unable to obtain additional funding as needed, we may be required to
reduce the scope of our research and development activities, which could harm our business plan, financial condition and operating
results, or we may be required to cease our operations entirely, in which case, our investors will lose all of their investment.
Any
additional capital raised through the sale of equity or equity-backed securities may dilute our stockholders’ ownership
percentages and could also result in a decrease in the market value of our equity securities. The terms of any securities issued
by us in future capital transactions may be more favorable to new investors, and may include preferences, superior voting rights
and the issuance of warrants or other derivative securities, which may have a further dilutive effect on the holders of our securities
then outstanding. Any debt financing secured in the future could involve restrictive covenants relating to capital raising activities
and other financial and operational matters, which may make it more difficult for us to obtain additional capital and to pursue
business opportunities. In addition, we may incur substantial costs in pursuing future capital financing, including investment
banking fees, legal fees, accounting fees, securities law compliance fees, printing and distribution expenses and other costs.
We may also be required to recognize non-cash expenses in connection with certain securities we issue, such as convertible notes
and warrants, which may have an adverse impact on our financial condition.
Our
failure to fulfill all of our registration requirements may cause us to suffer liquidated damages, which may be very costly.
Pursuant
to the terms of the Registration Rights Agreement that we entered into in connection with the April 2018 PIPE, we are required
to use our commercially reasonable best efforts to file, obtain effectiveness and maintain effectiveness of a registration statement
with respect to the shares of our Common Stock underlying the securities issued. The failure to do so could result in the payment
of liquidated damages by us. The amount of liquidated damages potentially payable is equal to 2% of the purchase price paid by
the Investor pursuant to the Purchase Agreement and up to a maximum of 18%. If we are required to pay liquidated damages and fail
to do so, such liquidated damages shall accrue interest at a rate of 18% per annum (or such lesser maximum amount that is permitted
to be paid by applicable law), accruing daily from the date such liquidated damages are due until such amounts, plus all such
interest thereon, are paid in full. There can be no assurance as to when this registration statement will be declared effective,
if at all, or that we will be able to maintain the effectiveness of any registration statement, and therefore there can be no
assurance that we will not incur liquidated damages with respect to the Registration Rights Agreement.
Our
involvement in the cannabis industry may make it difficult to obtain insurance coverage.
In
the event that we decide to commence business operations in the U.S., of which there can be no assurance, obtaining and maintaining
necessary insurance coverage, for such things as workers compensation, general liability, product liability and directors and
officers insurance, may be more difficult and/or expensive for us to find because we are involved in the cannabis industry. There
can be no assurance that we will be able to find such insurance in the near future, if needed, or that the cost of coverage will
be affordable or cost-effective. If, either because of unavailability or cost prohibitive reasons, we are compelled to operate
without insurance coverage, we may be prevented from entering certain business sectors, experience inhibited growth potential
and/or be exposed to additional risks and financial liabilities.
Our
proprietary information, or that of our suppliers and business partners, may be lost or we may suffer security breaches.
In
the ordinary course of our business, we collect and store sensitive data, including intellectual property, clinical trial data,
our proprietary business information and that of our suppliers and business partners, and personally identifiable information
of our employees, in our data centers and on our networks. The secure processing, maintenance and transmission of this information
is critical to our operations. Despite our security measures, our information technology and infrastructure may be vulnerable
to attacks by hackers or breached due to employee error, malfeasance or other disruptions. Although to our knowledge we have not
experienced any such material security breach to date, any such breach could compromise our networks and the information stored
there could be accessed, publicly disclosed, lost or stolen. Any such access, disclosure or other loss of information could result
in legal claims or proceedings, liability under laws that protect the privacy of personal information, regulatory penalties, disrupt
our operations, damage our reputation, and cause a loss of confidence in our products and our ability to conduct clinical trials,
which could adversely affect our business and reputation and lead to delays in gaining regulatory approvals for our Cannabis-Based
Medical Product prospects. Although we maintain business interruption insurance coverage, our insurance might not cover all losses
from any future breaches of our systems.
Significant
disruptions of information technology systems or security breaches could adversely affect our business.
We
are increasingly dependent upon information technology systems, infrastructure and data to operate our business. In the ordinary
course of business, we collect, store and transmit large amounts of confidential information (including, among other things, trade
secrets or other intellectual property, proprietary business information and personal information). It is critical that we do
so in a secure manner to maintain the confidentiality and integrity of such confidential information. We also have outsourced
elements of our operations to third parties, and as a result we manage a number of third-party vendors who may or could have access
to our confidential information. The size and complexity of our information technology systems, and those of third-party vendors
with whom we contract, and the large amounts of confidential information stored on those systems, make such systems vulnerable
to service interruptions or to security breaches from inadvertent or intentional actions by our employees, third-party vendors,
and/or business partners, or from cyber-attacks by malicious third parties. Cyber-attacks are increasing in their frequency, sophistication
and intensity, and have become increasingly difficult to detect. Cyber-attacks could include the deployment of harmful malware,
ransomware, denial-of-service attacks, social engineering and other means to affect service reliability and threaten the confidentiality,
integrity and availability of information.
Significant
disruptions of our information technology systems, or those of our third-party vendors, or security breaches could adversely affect
our business operations and/or result in the loss, misappropriation and/or unauthorized access, use or disclosure of, or the prevention
of access to, confidential information, including, among other things, trade secrets or other intellectual property, proprietary
business information and personal information, and could result in financial, legal, business and reputational harm to us. For
example, any such event that leads to unauthorized access, use or disclosure of personal information, including personal information
regarding our patients or employees, could harm our reputation, require us to comply with federal and/or state breach notification
laws and foreign law equivalents, and otherwise subject us to liability under laws and regulations that protect the privacy and
security of personal information. Security breaches and other inappropriate access can be difficult to detect, and any delay in
identifying them may lead to increased harm of the type described above. While we have implemented security measures to protect
our information technology systems and infrastructure, there can be no assurance that such measures will prevent service interruptions
or security breaches that could adversely affect our business.
The
estimates and judgments we make, or the assumptions on which we rely, in preparing our consolidated financial statements could
prove inaccurate.
Our
consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United
States of America (U.S. GAAP). The preparation of these consolidated financial statements requires us to make estimates and judgments
that affect the reported amounts of our assets, liabilities and expenses, the amounts of charges accrued by us and related disclosure
of contingent assets and liabilities. We base our estimates on historical experience and on various other assumptions that we
believe to be reasonable under the circumstances. We cannot assure, however, that our estimates, or the assumptions underlying
them, will not change over time or otherwise prove inaccurate. For example, our estimates as they relate to certain assumptions
(i.e. conversion pattern of the investor that hold the Series A Convertible Preferred Stock or the applied
discount
rate) of our bifurcated embedded derivative related to optional conversion feature upon Trigger Event,
may prove to be inaccurate. If this is the case, we may be required to re-estimate our plans.
Risks
Related to Our Product Development, Our Services and the Medical Cannabis Industry
We
are highly dependent on the success of cannabinoid technology, and we may not be able to develop the technology, successfully
obtain regulatory or marketing approval for, or successfully commercialize, our products or product candidates.
Our
business is focused upon the research and development of medical cannabis therapies, products and delivery technologies. Our success
is dependent upon the viability of the development of medical cannabis therapies, products and delivery technologies.
Neither
we nor any other company has received regulatory approval from the FDA to market any therapeutics, products or delivery technologies
based on botanical cannabinoids, though the FDA has approved two drugs that contain a synthetic substance that acts similarly
to cannabis compounds but is not present in the cannabis plant. Further, the scientific evidence underlying the feasibility of
developing medical cannabis therapies, products and delivery technologies is both preliminary and limited.
If
our Cannabis-Based Medical product prospects are found to be ineffective or unsafe in humans, or if the never receive regulatory
approval for commercialization, we may never be able bring our Cannabis-Based Medical Products prospects to market and may never
become profitable. Further, our current business strategy, including all of our research and development, is primarily focused
on utilizing cannabinoid technology to develop medical cannabis therapies, products and delivery technologies. This lack of diversification
increases the risk associated with the ownership of our Common Stock. If we are unsuccessful in developing and commercializing
our Cannabis-Based Medical product prospects, we may be required to alter our scope and direction and steer away from the intellectual
property we have developed as well as the core capabilities of our management team and advisory board. Without successful commercialization
of our Cannabis-Based Medical product prospects, we may never become profitable, which would have a material adverse effect on
our business, results of operations and financial condition.
Laws
and regulations affecting therapeutic uses of marijuana are constantly evolving.
The
constant evolution of laws and regulations affecting the research and development of cannabis-based medical products and treatments
could detrimentally affect our business. Laws and regulations related to the therapeutic uses of marijuana are subject to changing
interpretations. These changes may require us to incur substantial costs associated with legal and compliance fees and ultimately
require us to alter our business plan. Furthermore, violations or alleged violation of these laws could disrupt our business and
result in a material adverse effect on our operations. In addition, we cannot predict the nature of any future laws, regulations,
interpretations or applications of laws and regulations and it is possible that new laws and regulations may be enacted in the
future that will be directly applicable to our business.
The
FDA has not approved the whole-plant extract of cannabis as a safe and effective drug for any indication.
Although
the FDA has not approved any drug product containing or derived from botanical cannabis, the FDA is aware that there is considerable
interest in its use to attempt to treat a number of medical conditions. Before conducting testing in humans of a drug that has
not been approved by the FDA, we will need to submit an investigational new drug (IND) application, which is reviewed by the FDA.
Failure to comply with applicable U.S. requirements may subject a company to a variety of administrative or judicial sanctions,
such as FDA refusal to approve pending NDAs, warning or untitled letters, product recalls, product seizures, total or partial
suspension of production or distribution, injunctions, fines, civil penalties and criminal prosecution. We cannot predict how
FDA would regulate any drug based on or derived from botanical cannabis or what restrictions would apply once approved.
Clinical
trials of cannabis-based medical products and treatments are novel terrain with very limited or non-existing clinical trials history;
we face a significant risk that the trials will not result in commercially viable products and treatments.
At
present, there is no documented history of clinical trials from which we can derive any scientific conclusions or prove that our
present assumptions for the current and planned research are scientifically compelling. The results from our 2015 in vitro studies
on the effect of a formulation comprised of CBD and THC on multiple myeloma cells studied outside their normal biological context
indicated a 100% mortality rate of myeloma cells in 60% of the cultured cells within a 24 to 48 hour period, and highlight the
potential abilities of cannabis oil extract to successfully fight multiple myeloma cancer cells and, hopefully treat multiple
myeloma in patients, when and if approved. While we are encouraged by the results of the limited in vitro tests, there can be
no assurance that any clinical trial will result in commercially viable products or treatments.
Clinical
trials are expensive, time consuming and difficult to design and implement. Failure can occur at any time during the clinical
study process. The results of preclinical studies and early clinical studies of our product candidates may not be predictive of
the results of later-stage clinical studies. Product candidates that have shown promising results in early-stage clinical studies
may still suffer significant setbacks in subsequent advanced clinical studies. There is a high failure rate for drugs proceeding
through clinical studies, and product candidates in later stages of clinical studies may fail to show the desired safety and efficacy
traits despite having progressed satisfactorily through preclinical studies and initial clinical studies. A number of companies
in the pharmaceutical industry have suffered significant setbacks in advanced clinical studies due to lack of efficacy or adverse
safety profiles, notwithstanding promising results in earlier studies. Moreover, preclinical and clinical data are often susceptible
to varying interpretations and analyses. We do not know whether any Phase I, Phase II, Phase III or other clinical studies we
may conduct will demonstrate consistent or adequate efficacy and safety sufficient to obtain regulatory approval to market our
product candidates. We, as well as the regulatory authorities in Israel and elsewhere, such as an IRB (Helsinki committee), IMCU,
or the FDA, may suspend, delay or terminate our clinical trials at any time, may require us, for various reasons, to conduct additional
clinical trials, or may require a particular clinical trial to continue for a longer duration than originally planned, including,
among others:
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lack
of effectiveness of any formulation or delivery system during clinical trials;
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discovery
of serious or unexpected toxicities or side effects experienced by trial participants or other safety issues;
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slower
than expected rates of subject recruitment and enrollment rates in clinical trials;
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delays
or inability in manufacturing or obtaining sufficient quantities of materials for use in clinical trials due to regulatory
and manufacturing constraints;
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delays
in obtaining regulatory authorization to commence a trial, including IRB approvals, licenses required for obtaining and using
cannabis for research, either before or after a trial is commenced;
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unfavorable
results from ongoing pre-clinical studies and clinical trials.
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patients
or investigators failing to comply with study protocols;
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patients
failing to return for post-treatment follow-up at the expected rate;
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sites
participating in an ongoing clinical study withdraw, requiring us to engage new sites;
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third-party
clinical investigators decline to participate in our clinical studies, do not perform the clinical studies on the anticipated
schedule, or act in ways inconsistent with the established investigator agreement, clinical study protocol, good clinical
practices, and other Institutional Review Board requirements;
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third-party
entities do not perform data collection and analysis in a timely or accurate manner or at all; or
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regulatory
inspections of our clinical studies require us to undertake corrective action or suspend or terminate our clinical studies.
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Any
of the foregoing could have a material adverse effect on our business, results of operations and financial condition.
We
may find it difficult to enroll patients in our clinical studies. Difficulty in enrolling patients could delay or prevent clinical
studies of our product candidates.
Identifying
and qualifying patients to participate in clinical studies of our product prospects is critical to our success. The timing of
our clinical studies depends in part on the speed at which we can recruit patients to participate in testing our product prospects,
and we may experience delays in our clinical studies if we encounter difficulties in enrollment.
Additionally,
the process of finding patients may prove costly. We also may not be able to identify, recruit and enroll a sufficient number
of patients to complete our clinical studies because of the perceived risks and benefits of the product prospects under study,
the availability and efficacy of competing therapies and clinical studies, the proximity and availability of clinical study sites
for prospective patients and the patient referral practices of physicians. If patients are unwilling to participate in our studies
for any reason, the timeline for recruiting patients, conducting studies and obtaining regulatory approval of potential product
prospects will be delayed.
If
we experience delays in the completion or termination of any clinical study of our product prospects, the commercial prospects
of our product prospects will be harmed, and our ability to generate revenue from any of these product prospects could be delayed
or prevented. In addition, any delays in completing our clinical studies will increase our costs, slow down our product candidate
development and approval process and jeopardize our ability to commence product sales and generate revenue. Any of these occurrences
may harm our business, financial condition and prospects significantly. In addition, many of the factors that cause, or lead to,
a delay in the commencement or completion of clinical studies may also ultimately lead to the denial of regulatory approval of
our product prospects.
In
respect of our product candidates targeting rare indications, orphan drug exclusivity may afford limited protection, and if another
party obtains orphan drug exclusivity for the drugs and indications we are targeting, we may be precluded from commercializing
our product candidates in those indications during that period of exclusivity.
We
are seeking to obtain an orphan designation for some of our product candidates in the United States and in Europe. Under the Orphan
Drug Act, the FDA may designate a product as an orphan drug if it is a drug intended to treat a rare disease or condition, defined,
in part, as a patient population of fewer than 200,000 in the United States, or a patient population greater than 200,000 in the
United States where there is no reasonable expectation that the cost of developing the drug will be recovered from sales in the
United States. In the European Union, the EMA’s Committee for Orphan Medicinal Products (COMP), grants orphan drug designation
to promote the development of products that are intended for the diagnosis, prevention or treatment of a life-threatening or chronically
debilitating condition affecting not more than five in 10,000 persons in the European Union community. Additionally, designation
is granted for products intended for the diagnosis, prevention or treatment of a life-threatening, seriously debilitating or serious
and chronic condition and when, without incentives, it is unlikely that sales of the drug in the European Union would be sufficient
to justify the necessary investment in developing the drug.
In
the United States, the first NDA applicant with an orphan drug designation for a particular active moiety to treat a specific
disease or condition that receives FDA approval is entitled to a seven-year exclusive marketing period in the United States for
that product candidate, for that indication. In the European Union, orphan drug designation also entitles a party to financial
incentives such as reduction of fees or fee waivers and 10 years of market exclusivity is granted following drug approval. This
period may be reduced to six years if the orphan drug designation criteria are no longer met, including where it is shown that
the product is sufficiently profitable not to justify maintenance of market exclusivity.
There
is no assurance that we will successfully obtain orphan drug designation for any rare disease or condition indications or that
we will receive the full benefit of orphan exclusivity upon approval of any of our product prospects for which we obtain orphan
drug designation.
Failure
to secure the necessary Israeli licenses to use cannabis for medical research could limit our ability to execute our research
and development activities, delay the launch of our products and adversely affect the results of our business operations.
To
date, we are only conducting our research in Israel and, in fact, have limited our activities to Israel. The medical products
we are developing contain cannabis, a “controlled substance” as defined in the Israeli Dangerous Drugs Ordinance [New
Version], 5733 - 1973. In Israel, licenses to cultivate, possess and to use cannabis for medical research are granted by the IMCA,
on an ad-hoc basis. We acquire the cannabis needed for our research activities from G.K. Medical Cannabis Ltd, Canndoc Ltd or
IMC Medical Cannabis Ltd, all government-licensed Israeli medical cannabis growers. We obtained necessary IMCA licenses in order
to carry out the research in collaboration with Sheba, G.C. Group, Emilia, Dead Sea Labs and the Technion. Currently we have licenses
in order to continue our activities in collaboration with Sheba Academic Medical Center, PharmItBe, Pharmaceed Ltd and the Technion
R&D Foundation Ltd. We have applied for additional license for a phase I study we are starting in the second fiscal quarter
of 2018 in Sourasky hospital for the safety of our cannabis soluble tablet delivery system.
Although
we have an established track record of successfully obtaining the requisite licenses as required, there can be no assurance that
we will continue to be able to secure licenses in the future. If we fail to comply with Israeli rules and regulations related
to the licensing of cannabis, we may not be able to research and develop our product prospects as we intend or at all. If we are
unsuccessful in obtaining the requisite licenses, we may never become profitable, which would have a material adverse effect on
our business, results of operations and financial condition.
Our
failure to comply with controlled substance legislation could restrict or harm our ability to develop and commercialize our products.
Our
business is, and will be, subject to wide-ranging laws and regulations of Israel, the United States (federal and state), the European
Community and other governments in each of the countries where we may develop and market our products. We must comply with all
regulatory requirements if we expect to be successful.
Most
countries are parties to the Single Convention on Narcotic Drugs of 1961 as amended by the 1972 Protocol, which governs international
trade and domestic control of narcotic substances, including cannabis extracts. Countries may interpret and implement their treaty
obligations in a way that creates a legal obstacle to us obtaining marketing approval in those countries for any cannabinoid-based
products we develop. These countries may not be willing or able to amend or otherwise modify their laws and regulations to permit
our products to be marketed or achieving such amendments to the laws and regulations may take a prolonged period of time. In the
case of countries with similar obstacles, we would be unable to market our product prospects in countries in the near future or
perhaps at all if the laws and regulations in those countries do not change.
Any
cannabinoid-based product prospect that we may develop for use in the United States, will be subject to U.S. controlled substance
laws and regulations that will require us, along with our collaborators and licensees, to expend time, money and effort in all
areas of regulatory compliance, including, if applicable, manufacturing, production, quality control and assurance and clinical
trials. Any failure to comply with these laws and regulations, or the cost of compliance with these laws and regulations, could
adversely affect the results of our business operations and our financial condition.
The
constant evolution of laws and regulations affecting the research and development of medical cannabis therapies, products and
delivery technologies could detrimentally affect our business. Laws and regulations related to the therapeutic uses of cannabis
are subject to changing interpretations. These changes may require us to incur substantial costs associated with legal and compliance
fees and ultimately require us to alter our business plan. Furthermore, violations or alleged violation of these laws could disrupt
our business and result in a material adverse effect on our operations, including our ability to conduct clinical trials that
are prerequisite to our ability to commercialize our Cannabis-Based Medical Products. We cannot predict the nature of any future
laws, regulations, interpretations or applications of laws and regulations and it is possible that new laws and regulations may
be enacted in the future that will be directly applicable to our business.
Cannabis
remains illegal under U.S. federal law, and any change in the enforcement priorities of the federal government could render our
current and planned future operations unprofitable or even prohibit such operations.
We
are a biotechnology company focused on the research and development of medical cannabis therapies, products and delivery technologies.
The commercial viability of our medical cannabis therapies, products and delivery technologies in the United States depends, in
part, on state laws and regulations; however, Cannabis remains illegal under federal law.
The
United States federal government regulates drugs through the Controlled Substances Act, which places controlled substances, including
cannabis, on one of five schedules. Cannabis is currently classified as a Schedule I controlled substance, which is viewed as
having a high potential for abuse and no currently accepted medical use in treatment in the United States. No prescriptions may
be written for Schedule I substances, and such substances are subject to production quotas imposed by the United States Drug Enforcement
Administration. Because of this, doctors may not prescribe cannabis for medical use under federal law, although they can recommend
its use under the First Amendment.
Currently,
twenty-eight U.S. states and the District of Columbia allow the use of medical cannabis. Eight states and the District of Columbia
also allow its recreational use. Because cannabis is a Schedule I controlled substance, however, the development of a legal cannabis
industry under the laws of these states is in conflict with the Federal Controlled Substances Act, which makes cannabis use and
possession illegal on a national level. The United States Supreme Court has confirmed that the federal government has the right
to regulate and criminalize cannabis, including for medical purposes, and that federal law criminalizing the use of cannabis pre-empts
state laws that legalize its use.
In
2014, the United States House of Representatives passed an amendment (the “Rohrabacher-Farr Amendment”) to the Commerce,
Justice, Science, and Related Agencies Appropriations Bill, which funds the United States Department of Justice (the “DOJ”).
The Rohrabacher-Farr Amendment prohibits the DOJ from using funds to prevent states with medical cannabis laws from implementing
such laws. In August 2016, a Ninth Circuit federal appeals court ruled in
United States v. McIntosh
that the Rohrabacher-Farr
Amendment bars the DOJ from spending funds on the prosecution of conduct that is allowed by state medical cannabis laws, provided
that such conduct is in strict compliance with applicable state law. In March 2015, bipartisan legislation titled the Compassionate
Access, Research Expansion, and Respect States Act (the “CARERS Act”) was introduced, proposing to allow states to
regulate the medical use of cannabis by changing applicable federal law, including by reclassifying cannabis under the Controlled
Substances Act to a Schedule II controlled substance and thereby changing the plant from a federally-criminalized substance to
one that has recognized medical uses.
Although
these developments have been met with a certain amount of optimism in the scientific community, the CARERS Act has not yet been
adopted, and the Rohrabacher-Farr Amendment, being an amendment to an appropriations bill, must be renewed annually. On March
23, 2018, President Trump signed the Consolidated Appropriations Act of 2018 into law, which included the Rohrabacher-Blumenthal
Amendment, an extension of the Rohrabacher-Farr Amendment, and will be in effect through September 30, 2018. The federal government
could at any time change its enforcement priorities against the cannabis industry. We do not grow or distribute cannabis, but
our current and planned business operations involve licensing cannabinoid-based products and technology. Any change in enforcement
priorities could render such operations unprofitable or even prohibit such operations.
If
we choose to distribute our future products in the United States, we will be subject to controlled substance laws and regulations;
failure to receive necessary approvals may delay the launch of our products and failure to comply with these laws and regulations
may adversely affect the results of our business operations.
Our
future products will contain controlled substances as defined in the CSA. Controlled substances that are pharmaceutical products
are subject to a high degree of regulation under the CSA, which establishes, among other things, certain registration, manufacturing
quotas, security, recordkeeping, reporting, import, export and other requirements administered by the DEA. The DEA classifies
controlled substances into five schedules: Schedule I, II, III, IV or V substances. Schedule I substances by definition have a
high potential for abuse, have no currently “accepted medical use” in the United States, lack accepted safety for
use under medical supervision, and may not be prescribed, marketed or sold in the United States. Pharmaceutical products approved
for use in the United States may be listed as Schedule II, III, IV or V, with Schedule II substances considered to present the
highest potential for abuse or dependence and Schedule V substances the lowest relative risk of abuse among such substances. Schedule
I and II drugs are subject to the strictest controls under the CSA, including manufacturing and procurement quotas, security requirements
and criteria for importation. In addition, dispensing of Schedule II drugs is further restricted. For example, they may not be
refilled without a new prescription.
While
Cannabis is a Schedule I controlled substance, products approved for medical use in the United States that contain Cannabis or
Cannabis extracts would likely be placed in Schedules II - V, depending on FDA’s scheduling recommendation. If and when
our product prospects receive FDA approval, the DEA will make a scheduling determination based on FDA’s scientific guidance
and place it in a schedule other than Schedule I in order for it to be prescribed to patients in the United States. If approved
by the FDA, we expect the finished dosage forms of our product prospects to be listed by the DEA as a Schedule II or III controlled
substance. Consequently, their manufacture, importation, exportation, domestic distribution, storage, sale and legitimate use
will be subject to a significant degree of regulation by the DEA. The scheduling process may take one or more years beyond FDA
approval, thereby significantly delaying the launch of our product prospects. Furthermore, if the FDA, DEA or any foreign regulatory
authority determines that product prospects may have potential for abuse, it may require us to generate more clinical data than
that which is currently anticipated, which could increase the cost and/or delay the launch of our product prospects.
We
expect that our product prospects will be scheduled as Schedule II or III, as a result of which we will also need to identify
wholesale distributors with the appropriate DEA registrations and authority to distribute the products to pharmacies and other
healthcare providers, and these distributors would need to obtain Schedule II or III distribution licenses. The failure to obtain,
or delay in obtaining, or the loss of any of those registrations could result in increased costs to us. If a product prospect
is a Schedule II drug, pharmacies would be required to, among other things, maintain enhanced security with alarms and monitoring
systems and they must adhere to recordkeeping and inventory requirements. This may discourage some pharmacies from carrying the
product. Furthermore, state and federal enforcement actions, regulatory requirements, and legislation intended to reduce prescription
drug abuse, such as the requirement that physicians consult a state prescription drug monitoring program, may make physicians
less willing to prescribe, and pharmacies to dispense, Schedule II products.
We
may manufacture the commercial supply of our product prospects outside of the United States. If a Product Prospect is approved
by the FDA and classified as a Schedule II or III substance, an importer can import for commercial purposes if it obtains from
the DEA an importer registration and files an application with the DEA for an import permit for each import. The DEA provides
annual assessments/estimates to the International Narcotics Control Board which guides the DEA in the amounts of controlled substances
that the DEA authorizes to be imported. The failure to identify an importer or obtain the necessary import authority, including
specific quantities, could affect the availability of a Product Prospect and have a material adverse effect on our business, results
of operations and financial condition. In addition, an application for a Schedule II importer registration must be published in
the Federal Register, and there is a waiting period for third party comments to be submitted.
Individual
states have also established controlled substance laws and regulations. Though state-controlled substance laws often mirror federal
law, because the states are separate jurisdictions, they may separately schedule our product candidates as well. While some states
automatically schedule a drug based on federal action, other states schedule drugs through rulemaking or a legislative action.
State scheduling may delay commercial sale of any product for which we obtain federal regulatory approval and adverse scheduling
could have a material adverse effect on the commercial attractiveness of such product. We, our potential future partners, and
future distributors would also need to obtain separate state registrations, permits or licenses in order to be able to obtain,
handle, and distribute controlled substances for clinical trials or commercial sale, and failure to meet applicable regulatory
requirements could lead to enforcement and sanctions by the states in addition to those from the DEA or otherwise arising under
federal law.
Our
ability to provide consulting services in the United States is dependent on additional states legalizing medical marijuana.
While
continuing with scientific investigations into medical effects and benefits of cannabis, we anticipate that it will begin generating
revenue through providing consulting services related to medical marijuana programs. As of the date of this filing, we have provided
consulting services to a medical marijuana program with locations in Hawaii and Pennsylvania, but have no other agreements, arrangements,
or understandings, either written or oral, to provide consulting services related to public or private medical marijuana programs.
We have little information on the potential market for or commercial viability of such consulting services or the entities that
would compete with us for provision of such services.
Continued
development of the medical marijuana market is dependent upon continued legislative authorization of marijuana at the state level
for medical purposes and, in certain states, including California, based on the specifics of the legislation passed in that state.
Any number of factors could slow or halt the progress. Furthermore, progress, while encouraging, is not assured, and the process
normally encounters set-backs before achieving success. While there may be ample public support for legislative proposals, key
support must be created in the legislative committee or a bill may never advance to a vote. Numerous factors impact the legislative
process. Any one of these factors could slow or halt the progress and adoption of marijuana for medical purposes, which would
limit the market for our services and products and negatively impact our business and revenues.
If
we choose to engage in research and development in the United States, controlled substance legislation may restrict or limit our
ability to research, manufacture and develop a commercial market for our products.
Clinical
research with cannabis involving human subjects is heavily regulated in the US and involves coordination with multiple federal
agencies, including the FDA, the DEA, and the National Institute on Drug Abuse (NIDA). All cannabis supplies for clinical research
must be obtained through the NIDA, which limits the amounts and strains of cannabis available for research. Although the DEA published
a notice in August 2016 that it would consider applications from independent cannabis growers to supply cannabis for clinical
research, the DEA has not yet approved any additional suppliers.
As
of the date of this filing, we do not have any ongoing research studies involving cannabis or any of the product prospects in
the US.
If
we choose to engage in research and development or consulting activities in Europe, controlled substance legislation may restrict
or limit our ability to provide consulting services or to research, manufacture and develop a commercial market for our products.
Approximately
250 substances, including cannabis, are listed in the Schedules annexed to the United Nations Single Convention on Narcotic Drugs
(New York, 1961, amended 1972), the Convention on Psychotropic Substances (Vienna, 1971) and the Convention against Illicit Traffic
in Narcotic Drugs and Psychotropic Substances (introducing control on precursors) (Vienna, 1988). The purpose of these listings
is to control and limit the use of these drugs according to a classification of their therapeutic value, risk of abuse and health
dangers, and to minimize the diversion of precursor chemicals to illegal drug manufacturers. The 1961 UN Single Convention on
Narcotic Drugs, as amended in 1972 classifies cannabis as Schedule I (“substances with addictive properties, presenting
a serious risk of abuse”) and as Schedule IV (“the most dangerous substances, already listed in Schedule I, which
are particularly harmful and of extremely limited medical or therapeutic value”) narcotic drug. The 1971 UN Convention on
Psychotropic Substances classifies THC - the principal psychoactive cannabinoid of cannabis - as schedule I psychotropic substance
(Substances presenting a high risk of abuse, posing a particularly, serious threat to public health which are of very little or
no therapeutic value). Most countries in Europe are parties to these conventions, which govern international trade and domestic
control of these substances, including cannabis. They may interpret and implement their obligations in a way that creates a legal
obstacle to our obtaining manufacturing and/or marketing approval for our products in those countries. These countries may not
be willing or able to amend or otherwise modify their laws and regulations to permit our products to be manufactured and/or marketed,
or achieving such amendments to the laws and regulations may take a prolonged period of time.
Changes
in legislation or regulation in the health care systems in the United States and foreign jurisdictions may affect us.
Our
ability to successfully commercialize our cannabis-based medical products and treatments may depend on how Israel, the US and
other respective governments and/or health administrations provide coverage and/or reimbursements for our cannabis-based product
prospects and treatments. The ongoing efforts of governments, insurance companies, and other participants in the health care services
industry to trim health care costs may adversely affect our ability to achieve profitability.
In
the US to date, the FDA has not approved a drug product based on botanical marijuana or a derivative or extract from botanical
marijuana. In addition, the US federal government has maintained strict prohibitions on the use, cultivation, distribution, sale,
and possession of marijuana and products derived from marijuana. While 29 states have enacted laws permitting medical use of marijuana
for qualified patients, states laws do not necessarily allow use of medical products derived from marijuana unless otherwise approved
by FDA for specific medical indications. If the laws, regulations, and enforcement policies at the federal and state level do
not change, we may not be able to market our products in the US without significant risk of enforcement action.
In
certain foreign markets, including major markets in the European Union, pricing of prescription pharmaceuticals is subject to
governmental control. Price negotiations with governmental authorities may range from 6 to 12 months or longer after the receipt
of regulatory marketing approval for a product. Our business could be detrimentally effected if reimbursements of our cannabis-based
products is unavailable or limited if pricing is set at unacceptable levels.
Changes
in consumer preferences and acceptance of cannabis-based medical products and treatments and any negative trends will adversely
affect our business.
We
are substantially dependent on continued market acceptance and proliferation of cannabis-based medical products and treatments.
We believe that as cannabis-based products and treatments become more widely accepted by the medical/scientific communities and
the public at large, the stigma associated with cannabis-based medical products and treatments will moderate and, as a result,
consumer demand will likely continue to grow. However, we cannot predict the future growth rate and size of the market, assuming
that the regulatory climate permits, of which there can be no assurance. Any negative outlook on cannabis-based medical products
will adversely affect our business prospects.
In
addition, we believe that large, well-funded pharmaceutical and other related businesses and industries may have a strong economic
reasons to be in strong opposition to cannabis-based medical products. We believe that the pharmaceutical industry may not easily
surrender control of any product, such as cannabis-based products, that could generate significant revenue. The pharmaceutical
industry is well-funded with a strong and experienced lobby presence at both the federal and state levels as well as internationally,
that surpasses financial resources of the current group of medical cannabis research and development companies. Any effort the
pharmaceutical lobby could or might undertake to halt or delay the newly developing medical cannabis industry could have a detrimental
impact on our business.
These
pressures could also limit or restrict the introduction and marketing of any such product. Adverse publicity from cannabis misuse
or adverse side effects from cannabis or other cannabinoid products may adversely affect the commercial success or marketability.
The nature of our business attracts and may be expected to continue to attract a high level of public and media interest and,
in the event of any related adverse publicity, we may not succeed in monetizing our products.
We
are entering a potentially highly competitive market.
Demand
for medical cannabis-based products is dependent on a number of social, political and economic factors that are beyond our control.
While we believe that demand for such medical products will continue to grow, there is no assurance that such increase in demand
will happen, that we will benefit from any demand increase or that our business, in fact, will ever become profitable.
The
emerging markets for cannabis-related medical research and development is and will likely remain both competitive and evolve into
becoming even more so. In particular, we face strong competition from larger and better funded companies that may be in the process
of offering similar products and treatments that we intend to offer. Many of our current and potential competitors have longer
operating histories, significantly greater financial, marketing and other resources than we may be expected to have for the foreseeable
future.
These
competitors may be able to react to market changes quicker, respond more rapidly to new regulations and/or allocate greater resources
to the development and promotion of their products than we can. Furthermore, some of these competitors may make acquisitions or
establish collaborative relationships among themselves or with third parties to increase their ability to rapidly gain market
share.
Given
the rapid changes affecting the cannabis-related medical research and development industry, we may not be able to create and maintain
a competitive advantage in the marketplace. Our success will depend on our ability to develop innovative cannabis-related products
and treatments working with our university and institutional partners that will be accepted, especially with ever-changing legal
and regulatory environment. Our success will depend on our ability to respond to, among other things, changes in the economy,
market conditions, and competitive pressures. Any failure by us to anticipate or respond adequately to such changes could have
a material adverse effect on our financial condition, operating results, liquidity, cash flow and our operational performance.
Our
failure to comply with existing and potential future laws and regulations relating to drug development could harm our plan of
operations.
Our
business is, and will be, subject to wide-ranging, existing laws and regulations of the State of Israel, the U.S. (federal and
states), and other governments in each of the countries we may develop and market our product prospects. We must comply with as
many regulatory requirements as possible if we expect to be successful.
If
any of our cannabis-based product prospects and treatments is approved in the United States, it will be subject to ongoing regulatory
requirements including federal and state requirements. As a result, we and our collaborators and/or joint venture partners must
continue to expend time, money and effort in all areas of regulatory compliance, including, if applicable, manufacturing, production,
quality control and assurance and, of upmost importance, clinical trials. To date, the FDA has not approved cannabis as a safe
and effective drug for any indication and has not approved a drug based on botanical cannabis or a derivative or extract from
botanical cannabis. We cannot predict how FDA would regulate such a drug or what restrictions would apply once approved. It is
very likely that the DEA would add any such drug product to a controlled substance schedule which carries significant restrictions.
We will also be required to report certain adverse reactions and production problems, if any and applicable, to the FDA, and to
comply with advertising and promotion requirements for our cannabis-based product prospects and treatments.
Any
failure to comply with ongoing regulatory requirements may significantly and adversely affect our ability to conduct clinical
trials, which are prerequisite to our ability to commercialize our cannabis-based medical products and related treatments. If
regulatory sanctions are applied or if regulatory approval, once obtained, is for any reason withdrawn, the value of our business
and our operating results could be materially adversely affected.
State
and municipal governments in which we provide consulting services or seek to provide consulting services may have, or may adopt
laws that adversely affect our ability to do business.
While
the federal government has the right to regulate and criminalize marijuana, which it has in fact done, state and municipal governments
may adopt additional laws and regulations that further criminalize or negatively affect marijuana businesses. States that currently
have laws that decriminalize or legalize certain aspects of marijuana, such as medical marijuana, could in the future, reverse
course and adopt new laws that further criminalize or negatively affect marijuana businesses. Additionally, municipal governments
in these states may have laws that adversely affect marijuana businesses, even though there are no such laws at the state level.
For example, municipal governments may have zoning laws that restrict where marijuana operations can be located and the manner
and size of which they can expand and operate. These municipal laws, like the federal laws, may adversely affect our ability to
do business, and adverse enforcement actions under these laws may lead to costly litigation and a closure of the businesses with
which we have contracts or royalty-fee structures in place, in turn, affecting our own business. Moreover, if additional states
do not adopt laws that legalize certain aspects of the marijuana industry, we may not be able to expand our business in the manner
in which we prefer.
Also,
given the complexity and rapid change of the federal, state and local laws pertaining to marijuana, we may incur substantial legal
costs associated with complying with these laws and in acquiring the necessary state and local licenses required by our business
endeavors. For example, some states permit entities to enter into joint venture relationships with individual license holders
that provide for revenue sharing arrangements. In other states, revenue sharing is not permitted, and we will accept fee-for-service
arrangement on a cost-plus basis for our services. State and municipal governments may also limit the number of specialized licenses
available or apply stringent compliance requirements necessary to maintain the license. These developments may limit our ability
to expand our negatively affect our business model.
The
businesses for which we plan to provide consulting services may have difficulty accessing the services of banks in the United
States, which may make it difficult for them to purchase our products and services.
As
discussed above, the use of marijuana is illegal under federal law. Therefore, there is a strong argument that banks cannot accept
for deposit funds from the drug trade and therefore cannot do business with our clients that operate medical marijuana programs.
On February 14, 2014, the U.S. Department of the Treasury, FinCEN released guidance to banks “clarifying Bank Secrecy Act
(“BSA”) expectations for financial institutions seeking to provide services to marijuana-related businesses.”
In addition, U.S. Rep. Jared Polis (D-CO) has stated he will seek an amendment to banking regulations and laws in order to allow
banks to transact business with state-authorized medical marijuana treatment programs. While these are positive developments,
there can be no assurance this legislation will be successful, or that, even with the FinCEN guidance, banks will decide to do
business with medical marijuana retailers, or that, in the absence of actual legislation, state and federal banking regulators
will not strictly enforce current prohibitions on banks handling funds generated from an activity that is illegal under federal
law. The inability of potential clients in our target markets to open accounts and otherwise use the services of banks may make
it difficult for such potential clients to purchase our products and services and could materially harm our business.
Risks
Related to Our Dependence on Third Parties
We
depend substantially on collaboration with our research and development partners.
We
do not have in-house research facilities and, as a consequence, we must rely on collaboration agreements with industry partners,
as well as leading academic medical centers, in order to develop, research, produce and commercialize our novel cannabinoid-based
therapies targeting a variety of different indications and effectively help patients in need.
Dr.
Yehuda Baruch, our Chief Medical and Regulatory Affairs Officer and our Director of Research and Regulatory Affairs, who is highly
qualified by both training and experience, is monitoring the progress of the investigation and research of our medical cannabis
development. We are also dependent upon Dr. Oron Yacoby Zeevi, our Chief Scientific Officer, who has more than 20 years of extensive
scientific experience with both private and publicly listed companies in the biopharmaceutical industry. In addition, Alon Sinai,
our Chief Operating Officer, serves as our key liaison with our collaboration partners at the major Israeli hospitals and medical
centers.
To
date, we have signed three research collaboration and license agreements as well as service agreement with Sheba Academic Medical
Center in Tel Hashomer, Israel (“Sheba”), with respect to two potential indications. Sheba is a university-affiliated
hospital that serves as Israel’s national medical center and is one of the leading integrated medical centers in the Middle
East. Within the framework of the abovementioned agreements with Sheba, as well as other potentially negotiated agreements, we
intend to initiate two studies at the Sheba facilities to explore the effect of two formulations, all based on active ingredients
in the cannabis extracts, on multiple myeloma and psoriasis. We have also signed two agreements with Sourasky Medical center for
performing a safety PK study on our soluble tablet and for submitting an IRB approval for conducting a study on the efficacy of
the soluble tablet on Low Back Pain Patients.
On
April 5, 2017, we announced that as a result of the promising preliminary results from the preclinical efficacy testing of our
cannabinoid-based topical ointment for treating psoriasis, reporting significant reduction of several inflammation markers specific
to psoriasis, we have received expressions of scientific and medical interest, world-wide, for our cannabinoid-based topical ointment
for treating psoriasis. We have expanded the size and scope of our clinical studies and, as previously announced, anticipates
that subject to pending regulatory approvals from applicable jurisdictions, the topical ointment should be available for use by
those who suffer from psoriasis in the near term. The study had been conducted by the Dead Sea and Arava Science Center.
In
August 6, 2015, we signed a nonbinding Memorandum of Understanding with Emilia, for the development, manufacture and marketing
of a cannabinoid-based topical ointment to treat psoriasis. We entered into a binding agreement with Emilia Cosmetics, which set
forth all terms, in the fourth fiscal quarter of 2016. We completed the development process in the fourth fiscal quarter of 2016
and then initiated a phase I trial at the Sheba facilities to explore the efficacy of the topical ointment on psoriasis. However,
we do not know if our expectations with respect to the development process will be fulfilled in a timely manner, if at all, or
if the costs of development will exceed our anticipation.
While
we retain full ownership of our intellectual property, or other proprietary rights and trade secrets that were conceived prior
to entry into the agreements with Sheba, our psoriasis- and fibromyalgia-related research agreements with Sheba provide that all
intellectual property and other rights that are conceived during the collaboration will be jointly owned by Sheba and us.
Collaboration
agreements that we may enter into in the future may not be successful, which could adversely affect our ability to develop and
commercialize cannabis-based medical products.
We
may also enter into collaboration agreements with pharmaceutical companies and/or biotechnology institutions for the development
or commercialization of our cannabis-based medical product prospects and treatments, which agreements may contain provisions based
upon, among other things, the merits of retaining certain rights. We will face significant competition in seeking appropriate
collaborators and in negotiating agreements at acceptable terms, if at all. We may not be successful in our efforts to enter,
implement and maintain collaboration agreements. Disagreements stemming from collaboration agreements concerning development,
intellectual property, regulatory or commercialization matters can lead to delays and, in some cases, termination of our collaboration
agreements or otherwise result in the potentially significant costs and fees in seeking to enforce or protect our rights, if any.
Any such disagreements can be difficult if, in fact, neither of the parties has final decision making authority. The resulting
outcome of any disputes and/or disagreements would in all likelihood adversely affect our business.
Data
provided by collaborators and others upon which we rely that has not been independently verified could turn out to be false, misleading,
or incomplete.
We
rely on third-party vendors, scientists, and collaborators to provide us with significant data and other information related to
our projects, clinical trials, and our business. If such third parties provide inaccurate, misleading, or incomplete data, our
business, prospects, and results of operations could be materially adversely affected.
We
depend on a limited number of suppliers for materials and components required to manufacture our product prospects. The loss of
these suppliers, or their failure to supply us on a timely basis, could cause delays in our current and future capacity and adversely
affect our business.
We
depend on a limited number of suppliers for the materials and components required to manufacture our product prospects. As a result,
we may not be able to obtain sufficient quantities of critical materials and components in the future. A delay or interruption
by our suppliers may also harm our business, results of operations and financial condition.
In
addition, the lead time needed to establish a relationship with a new supplier can be lengthy, and we may experience delays in
meeting demand in the event we must switch to a new supplier. The time and effort to qualify for and, in some cases, obtain regulatory
approval for a new supplier could result in additional costs, diversion of resources or reduced manufacturing yields, any of which
would negatively impact our operating results. Our dependence on single-source suppliers exposes us to numerous risks, including
the following: our suppliers may cease or reduce production or deliveries, raise prices or renegotiate terms; our suppliers may
become insolvent or cease trading; we may be unable to locate a suitable replacement supplier on acceptable terms or on a timely
basis, or at all; and delays caused by supply issues may harm our reputation, frustrate our customers and cause them to turn to
our competitors for future needs.
We
rely on third parties to conduct our preclinical studies and clinical trials. If these third parties do not successfully carry
out their contractual duties or meet expected deadlines, we may not be able to obtain regulatory approval for or commercialize
our product candidates.
We
rely on contract research organizations (“CROs”), clinical data management organizations and consultants to design,
conduct, supervise and monitor our preclinical studies and clinical trials. We and our CROs are required to comply with various
regulations, including Good Clinical Practice (“GCP”) requirements, which are enforced by regulatory agencies, including
the FDA, and guidelines of the Competent Authorities of Member States of the EEA and comparable foreign regulatory authorities
to ensure that the health, safety and rights of patients are protected in clinical development and clinical trials, and that trial
data integrity is assured. Regulatory authorities ensure compliance with these requirements through periodic inspections of trial
sponsors, principal investigators and trial sites. Our reliance on third parties that we do not control does not relieve us of
these responsibilities and requirements. If we or any of our CROs fail to comply with applicable requirements, the clinical data
generated in our clinical trials may be deemed unreliable and the FDA, the European Commission or other comparable foreign regulatory
authorities may require us to perform additional clinical trials before approving our marketing applications. We cannot assure
you that upon inspection by a given regulatory authority, such regulatory authority will determine that any of our clinical trials
comply with such requirements. In addition, our clinical trials must be conducted with products produced under current Good Manufacturing
Practices (“cGMP”) requirements, which mandate, among other things, the methods, facilities and controls used in manufacturing,
processing and packaging of a drug product to ensure its safety and identity. Failure to comply with these regulations may require
us to repeat preclinical studies and clinical trials, which would delay the regulatory approval process.
Our
CROs are not our employees, and except for remedies available to us under our agreements with such CROs, we cannot control whether
or not they devote sufficient time and resources to our ongoing clinical and preclinical programs. If CROs do not successfully
carry out their contractual duties or obligations or meet expected deadlines or if the quality or accuracy of the clinical data
they obtain is compromised due to the failure to adhere to our clinical protocols, regulatory requirements or for other reasons,
our clinical trials may be extended, delayed or terminated and we may not be able to obtain regulatory approval for or successfully
commercialize our product candidates. As a result, our operations and the commercial prospects for our product candidates would
be harmed, our costs could increase and our ability to generate revenue could be delayed or reduced. In addition, operations of
our CROs could be affected by earthquakes, power shortages, telecommunications failures, water shortages, floods, hurricanes,
typhoons, fires, extreme weather conditions, medical epidemics, terror attacks and other natural or man-made disasters or business
interruptions. If their facilities are unable to operate because of an accident or incident, even for a short period of time,
some or all of our research and development programs may be harmed or delayed and our operations and financial condition could
suffer.
Because
we have relied on third parties, our internal capacity to perform these functions is limited. Outsourcing these functions involves
risk that third parties may not perform to our standards, may not produce results in a timely manner or may fail to perform at
all. In addition, the use of third-party service providers requires us to disclose our proprietary information to these parties,
which could increase the risk that this information will be misappropriated. We currently have a small number of employees, which
limits the internal resources we have available to identify and monitor our third-party providers. To the extent we are unable
to identify and successfully manage the performance of third-party service providers in the future, our business may be adversely
affected. Though we carefully manage our relationships with our CROs, there can be no assurance that we will not encounter similar
challenges or delays in the future or that these delays or challenges will not have a material adverse impact on our business,
financial condition and prospects.
We
rely on third-party manufacturers to produce preclinical and clinical supplies, and intend to rely on third-party manufacturers
for commercial supplies, of our approved product prospects, if approved.
We
rely on third parties to manufacture our product prospects. We do not own manufacturing facilities. Any replacement of our manufacturers
could require significant effort and expertise because there may be a limited number of qualified manufacturers.
The
manufacturing process for our product prospects is subject to review by the FDA, EMA, DEA and other foreign regulatory authorities.
Manufacturers must meet applicable manufacturing requirements and undergo rigorous facility and process validation tests required
by regulatory authorities in order to comply with regulatory standards such as cGMP. In addition, our manufacturers must ensure
consistency among batches, including preclinical, clinical and, if approved, marketing batches. Demonstrating such consistency
may require typical manufacturing controls as well as clinical data. Our manufacturers must also ensure that our batches conform
to complex release specifications. Further, manufacturers of controlled substances must obtain and maintain necessary DEA and
state registrations and registrations with applicable foreign regulatory authorities, and must establish and maintain processes
to ensure compliance with DEA and state requirements and requirements of applicable foreign regulatory authorities governing,
among other things, the storage, handling, security, recordkeeping and reporting for controlled substances. In the event that
any of our manufacturers fails to comply with such requirements or to perform its obligations to us in relation to quality, timing
or otherwise, or if their operations become limited or interrupted for other reasons, we may be forced to manufacture the materials
ourselves, for which we currently do not have the capabilities or resources, or enter into an agreement with another third party,
which we may not be able to do on reasonable terms, if at all. In some cases, the technical skills or technology required to manufacture
our product prospects may be unique or proprietary to the original manufacturer and we may have difficulty, or there may be contractual
restrictions prohibiting us from, transferring such skills or technology to another third party and a feasible alternative may
not exist. These factors would increase our reliance on such manufacturer or require us to obtain a license from such manufacturer
in order to have another third party manufacture our product candidates. If we are required to change manufacturers for any reason,
we will be required to verify that the new manufacturer maintains facilities and procedures that comply with quality standards
and with all applicable regulations and guidelines. The delays associated with the verification of a new manufacturer could negatively
affect our ability to develop product prospects in a timely manner or within budget.
We
expect to continue to rely on third-party manufacturers if we receive regulatory approval for any product prospect. To the extent
that we have existing, or enter into future, manufacturing arrangements with third parties, we will depend on these third parties
to perform their obligations in a timely manner consistent with contractual and regulatory requirements, including those related
to quality control and assurance. If we are unable to obtain or maintain third-party manufacturing for product prospects, or to
do so on commercially reasonable terms, we may not be able to develop and commercialize our product prospects successfully. Our
or a third party’s failure to execute on our manufacturing requirements could adversely affect our business in a number
of ways, including:
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an
inability to initiate or continue preclinical studies or clinical trials of product prospects under development;
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delay
in submitting regulatory applications, or receiving regulatory approvals, for product prospects;
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loss
of the cooperation of a collaborator;
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subjecting
our product prospects to additional inspections by regulatory authorities; and
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in
the event of approval to market and commercialize a product prospect, the withdrawal of such approval and/or an inability
to meet commercial demands for our products.
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In
addition, our ability to obtain materials from these manufacturers could be disrupted if the operations of these manufacturers
are affected by earthquakes, power shortages, telecommunications failures, water shortages, floods, hurricanes, typhoons, fires,
extreme weather conditions, medical epidemics, terror attacks and other natural or man-made disasters or business interruptions.
If their facilities are unable to operate because of an accident or incident, even for a short period of time, some or all of
our research and development programs may be harmed or delayed and our operations and financial condition could suffer. Our third-party
manufacturers also may use hazardous materials, including chemicals and compounds that could be dangerous to human health and
safety or the environment, and their operations may also produce hazardous waste products. In the event of contamination or injury,
our third-party manufacturers could be held liable for damages or be penalized with fines in an amount exceeding their resources,
which could result in our clinical trials or regulatory approvals being delayed or suspended.
If
we are unable to develop sales, marketing and distribution capabilities or enter into agreements with third parties to perform
these functions on acceptable terms, we may be unable to generate revenue.
We
do not currently have any sales, marketing or distribution capabilities. If any of our Cannabis-Based Medical Products prospects
are approved, we will need to develop internal sales, marketing and distribution capabilities to commercialize such products,
which would be expensive and time-consuming, or enter into collaborations with third parties to perform these services. If we
decide to market our products directly, we will need to commit significant financial and managerial resources to develop a marketing
and sales force with technical expertise and supporting distribution, administration and compliance capabilities. If we rely on
third parties with such capabilities to market our products or decide to co-promote products with collaborators, we will need
to establish and maintain marketing and distribution arrangements with third parties, and there can be no assurance that we will
be able to enter into such arrangements on acceptable terms or at all. In entering into third-party marketing or distribution
arrangements, any revenue we receive will depend upon the efforts of the third parties and there can be no assurance that such
third parties will establish adequate sales and distribution capabilities or be successful in gaining market acceptance of any
approved product. If we are not successful in commercializing any product approved in the future, either on our own or through
third parties, our business, financial condition and results of operations could be materially adversely affected.
Risks
Related to Intellectual Property
If
we fail to protect our intellectual property rights, our ability to pursue the development of our technologies and products would
be negatively affected.
Our
success will depend in part on our ability to protect our intellectual property. This is done, in part, by obtaining patents and
trademarks and then maintaining adequate protection of our technologies, tradenames and products. If we do not adequately protect
our intellectual property, competitors may be able to use our technologies to produce and market products in direct competition
with us and erode our competitive advantage. Some foreign countries lack rules and methods for defending intellectual property
rights and do not protect proprietary rights to the same extent as the United States. Many companies have had difficulty protecting
their proprietary rights in these foreign countries. We may not be able to prevent misappropriation of our proprietary rights.
We
are currently seeking patent protection for several processes and products prospects. However, the patent process is subject to
numerous risks and uncertainties, and there can be no assurance that we will be successful in protecting our product prospects
by obtaining and defending patents. These risks and uncertainties include the following:
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patents
that may be issued or licensed may be challenged, invalidated, or circumvented, or otherwise may not provide any competitive
advantage;
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our
competitors, many of which have substantially greater resources than us and many of which have made significant investments
in competing technologies, may seek, or may already have obtained, patents that will limit, interfere with, or eliminate our
ability to make, use, and sell our products and product candidates either in the United States or in international markets;
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there
may be significant pressure on the United States government and other international governmental bodies to limit the scope
of patent protection both inside and outside the United States for treatments that prove successful as a matter of public
policy regarding worldwide health concerns;
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countries
other than the United States may have less restrictive patent laws than those upheld by United States courts, allowing foreign
competitors the ability to exploit these laws to create, develop, and market competing products.
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Any
patents issued to us may not provide us with meaningful protection, and third parties may challenge, circumvent or narrow them.
Third parties may also independently develop products similar to our products or product candidates, duplicate our unpatented
product or product candidates, and design around any patents on product candidates we may develop.
Additionally,
extensive time is required for development, testing and regulatory review of product candidates. While extension of a patent term
due to regulatory delays may be available, it is possible that before any of our product candidates can be commercialized, any
related patent, even with an extension, may expire or remain in force for only a short period following commercialization, thereby
reducing any advantages of the patent.
In
addition, the USPTO, and patent offices in other jurisdictions have often required that patent applications concerning biotechnology-related
inventions be limited or narrowed substantially to cover only the specific innovations exemplified in the patent application,
thereby limiting the scope of protection against competitive challenges. Thus, even if we or our licensors are able to obtain
patents, the patents may be substantially narrower than anticipated.
In
addition to patents, we rely on a combination of trade secrets, confidentiality, nondisclosure and other contractual provisions,
and security measures to protect our confidential and proprietary information. These measures may not adequately protect our trade
secrets or other proprietary information. If they do not adequately protect our rights, third parties could use our technology,
and we could lose any competitive advantage we may have. In addition, others may independently develop similar proprietary information
or techniques or otherwise gain access to our trade secrets, which could impair any competitive advantage we may have.
Costly
litigation may be necessary to protect our intellectual property rights and we may be subject to claims alleging the violation
of the intellectual property rights of others.
We
may face significant expense and liability as a result of litigation or other proceedings relating to patents and other intellectual
property rights of others. In the event that another party has also filed a patent application or been issued a patent relating
to an invention or technology claimed by us in pending applications, we may be required to participate in an interference proceeding
declared by the USPTO to determine priority of invention, which could result in substantial uncertainties and costs for us, even
if the eventual outcome were favorable to us. We, or our licensors, also could be required to participate in interference proceedings
involving issued patents and pending applications of another entity. An adverse outcome in an interference proceeding could require
us to cease using the technology or to license rights from prevailing third parties.
The
cost to us of any patent litigation or other proceeding relating to our licensed patents or patent applications, even if resolved
in our favor, could be substantial. Our ability to enforce our patent protection could be limited by our financial resources,
and may be subject to lengthy delays.
A
third party may claim that we are using inventions claimed by their patents and may go to court to stop us from engaging in our
normal operations and activities, such as research, development and the sale of any future products. Such claims, whether or not
meritorious, may result in the expenditure of significant financial and managerial resources, legal fees, result in injunctions,
temporary restraining orders and/or require the payment of damages. There is a risk that the court will decide that we are infringing
the third party’s patents and will order us to stop the activities claimed by the patents, redesign our products or processes
to avoid infringement or obtain licenses (which may not be available on commercially reasonable terms). In addition, there is
a risk that a court will order us to pay the other party damages for having infringed their patents.
Moreover,
there is no guarantee that any prevailing patent owner would offer us a license so that we could continue to engage in activities
claimed by the patent, or that such a license, if made available to us, could be acquired on commercially acceptable terms. In
addition, third parties may, in the future, assert other intellectual property infringement claims against us with respect to
our product candidates, technologies or other matters.
We
rely on confidentiality agreements that could be breached and may be difficult to enforce, which could result in third parties
using our intellectual property, trade secrets and/or proprietary information to compete against us.
Although
we believe that we take reasonable steps to protect our intellectual property, including the use of agreements relating to the
non-disclosure of confidential information to third parties, as well as agreements that purport to require the disclosure and
assignment to us of the rights to the ideas, developments, discoveries and inventions of our employees and consultants while we
employ them, the agreements can be difficult and costly to enforce. Although we seek to obtain these types of agreements from
our contractors, consultants, advisors and research collaborators, to the extent that employees and consultants utilize or independently
develop intellectual property in connection with any of our projects, disputes may arise as to the intellectual property rights
associated with our products. If a dispute arises, a court may determine that the right belongs to a third party. In addition,
enforcement of our rights can be costly and unpredictable.
We
also rely on trade secrets to protect our proprietary know-how and technologies, especially where we do not believe patent protection
is appropriate or obtainable. However, trade secrets are difficult to protect. We rely in part on confidentiality agreements with
our current and former employees, consultants, outside scientific collaborators, sponsored researchers, contract manufacturers,
vendors and other advisors to protect our trade secrets and other proprietary information. These agreements may not effectively
prevent disclosure of confidential information and may not provide an adequate remedy in the event of unauthorized disclosure
of confidential information. In addition, we cannot guarantee that we have executed these agreements with each party that may
have or have had access to our trade secrets. Any party with whom we or they have executed such an agreement may breach that agreement
and disclose our proprietary information, including our trade secrets, and we may not be able to obtain adequate remedies for
such breaches.
Enforcing
a claim that a party illegally disclosed or misappropriated a trade secret is difficult, expensive and time-consuming, and the
outcome is unpredictable. In addition, some courts inside and outside the United States are less willing or unwilling to protect
trade secrets. If any of our trade secrets were to be lawfully obtained or independently developed by a competitor, we would have
no right to prevent them, or those to whom they disclose such trade secrets, from using that technology or information to compete
with us. If any of our trade secrets or proprietary information were to be disclosed to or independently developed by a competitor
or other third-party, our competitive position would be harmed.
We
may desire to, or be forced to, seek additional licenses to use intellectual property owned by third parties, and such licenses
may not be available on commercially reasonable terms or at all.
Third
parties may also hold intellectual property, including patent rights that are important or necessary to the development of our
drug candidates, in which case we would need to obtain a license from that third party or develop a different formulation of the
product that does not infringe upon the applicable intellectual property, which may not be possible. Additionally, we may identify
drug candidates that we believe are promising and whose development and other intellectual property rights are held by third parties.
In such a case, we may desire to seek a license to pursue the development of those drug candidates. Any license that we may desire
to obtain or that we may be forced to pursue may not be available when needed on commercially reasonable terms or at all. Any
inability to secure a license that we need or desire could have a material adverse effect on our business, financial condition
and prospects.
Risks
Related to Management and Personnel
If
we are unable to hire and retain key personnel, we may not be able to implement our business plan and our business may fail.
Our
future success depends, to a significant extent, on our ability to attract, train and retain capable scientists and physicians,
enter into collaboration agreements for our research and managerial personnel. Recruiting and retaining capable personnel, particularly
those with expertise with medical research, is vital to our success. If we are unable to attract and retain qualified employees,
our business may fail and our investors could lose their entire investment.
At
present, we believe to have the necessary key personal to carry out our business plans but there can be no assurance that our
beliefs prove unfounded. If we are unable to hire and retain key personnel, our business will be materially adversely affected.
Our
future success is dependent, in part, on the performance and continued service of Dr. Yehuda Baruch, our Chief Medical and Regulatory
Affairs Officer and Alon Sinai, our Chief Operating Officer.
We
are dependent to a great deal on Dr. Yehuda Baruch, our Chief Medical and Regulatory Affairs Officer, to conduct and oversee our
clinical studies. Dr. Baruch is expected to handle all aspects of our medical and research related to developing our product prospects
and regulatory affairs. We are also dependent on the services of Alon Sinai, our Chief Operating Officer, in negotiating and serving
as our liaison with our collaboration partners at major Israeli medical centers. The loss of Dr. Baruch’s services and those
of Mr. Sinai could have a material adverse effect on our operations and prospects. At this time, we do not currently have “key
man” life insurance for Dr. Baruch, Dr. Yacoby-Zeevi or Mr. Sinai.
Our
employees may engage in misconduct or other improper activities, including noncompliance with regulatory standards and requirements,
which could subject us to significant liability and harm our reputation.
We
are exposed to the risk of employee fraud or other misconduct. Misconduct by employees could include intentional failures to comply
with FDA regulations, provide accurate information to the FDA, comply with applicable manufacturing standards, comply with other
federal and state laws and regulations, report information or data accurately or disclose unauthorized activities to us. Employee
misconduct could also involve the improper use of information, including information obtained in the course of clinical trials,
or illegal appropriation of drug product, which could result in government investigations and serious harm to our reputation.
We have not yet adopted a code of business conduct and ethics and it is not always possible to identify and deter employee misconduct.
The precautions we take to detect and prevent these prohibited activities may not be effective in controlling unknown or unmanaged
risks or losses or in protecting us from governmental investigations or other actions or lawsuits stemming from a failure to be
in compliance with such laws or regulations. If any such actions are instituted against us, and we are not successful in defending
ourselves or asserting our rights, those actions could have a significant impact on our business, including the imposition of
significant fines or other sanctions.
Risks
Related to Operating in Israel
We
may become subject to claims for remuneration or royalties for assigned service invention rights by our employees, which could
result in litigation and adversely affect our business.
A
significant portion of our intellectual property has been developed by our Israeli employees in the course of their employment
for us. Under the Israeli Patent Law, 5727-1967 (the “Israeli Patent Law”), inventions conceived of by an employee
during the term and as part of the scope of his or her employment with a company are regarded as “service inventions,”
which belong to the employer, absent a specific agreement between the employee and employer giving the employee service invention
rights. The Israeli Patent Law also provides that if there is no such agreement between an employer and an employee, the Israeli
Compensation and Royalties Committee (the “C&R Committee”), a body constituted under the Israeli Patent Law, shall
determine whether the employee is entitled to remuneration for his or her inventions. The C&R Committee (decisions of which
have been upheld by the Israeli Supreme Court) has held that employees may be entitled to remuneration for their service inventions
despite having specifically waived any such rights. Further, the C&R Committee has not yet set specific guidelines regarding
the method for calculating this remuneration or the criteria or circumstances under which an employee’s waiver of his or
her right to remuneration will be disregarded. We generally enter into intellectual property assignment agreements with our employees
pursuant to which such employees assign to us all rights to any inventions created in the scope of their employment or engagement
with us. Although our employees have agreed to assign to us service invention rights and have specifically waived their right
to receive any special remuneration for such assignment beyond their regular salary and benefits, we may face claims demanding
remuneration in consideration for assigned inventions. As a consequence of such claims, we could be required to pay additional
remuneration or royalties to our current or former employees, or be forced to litigate such claims, which could negatively affect
our business.
It
may be difficult for investors in the United States to enforce any judgments obtained against us or our directors or officers.
The
majority of our assets are located outside the United States. In addition, all of our officers are nationals or residents of countries
other than the United States, and all or a substantial portion of such persons’ assets are located outside the United States.
As a result, it may be difficult for investors to enforce within the United States any judgments obtained against us or any of
our officers, including judgments predicated upon the civil liability provisions of the securities laws of the United States or
any state thereof. It may also be difficult to assert claims under United States securities law in actions originally instituted
outside of the United States. Moreover, Israeli courts may refuse to hear a United States securities law claim because Israeli
courts may not be the most appropriate forums in which to bring such a claim. Even if an Israeli court agrees to hear a claim,
it may determine that Israeli law, and not U.S. law, is applicable to the claim. Further, if U.S. law is found to be applicable,
certain content of applicable U.S. law must be proved as a fact, which can be a time-consuming and costly process, and certain
matters of procedure would still be governed by Israeli law. Consequently, our investors may be effectively prevented from pursuing
remedies under U.S. federal and state securities laws against us or any of our non-U.S. directors or officers.
If
there are significant shifts in the political, economic and military conditions in Israel and its neighbors, it could have a material
adverse effect on our business relationships and profitability.
All
of our research facilities and certain of our key personnel are located in Israel. Our business is directly affected by the political,
economic and military conditions in Israel and its neighbors. Since the establishment of the State of Israel in 1948, a number
of armed conflicts have occurred between Israel and its Arab neighbors. A state of hostility, varying in degree and intensity,
has caused security and economic problems in Israel. Although Israel has entered into peace treaties with Egypt and Jordan, and
various agreements with the Palestinian Authority, there has been a marked increase in violence, civil unrest and hostility, including
armed clashes, between the State of Israel and the Palestinians since September 2000. The establishment in 2006 of a government
in the Gaza Strip by representatives of the Hamas militant group has created heightened unrest and uncertainty in the region.
In mid-2006, Israel engaged in an armed conflict with Hezbollah, a Shiite Islamist militia group based in Lebanon, and in June
2007, there was an escalation in violence in the Gaza Strip. From December 2008 through January 2009 and again in November and
December 2012, Israel engaged in an armed conflict with Hamas, which involved missile strikes against civilian targets in various
parts of Israel and negatively affected business conditions in Israel. In July 2014, Israel launched an additional operation against
Hamas operatives in the Gaza strip in response to Palestinian groups launching rockets at Israel. Recent political uprisings and
social unrest in Syria are affecting its political stability, which has led to the deterioration of the political relationship
between Syria and Israel and have raised new concerns regarding security in the region and the potential for armed conflict. Similar
civil unrest and political turbulence is currently ongoing in many countries in the region. The continued political instability
and hostilities between Israel and its neighbors and any future armed conflict, terrorist activity or political instability in
the region could adversely affect our operations in Israel and adversely affect the market price of our shares of Common Stock.
In addition, several countries restrict doing business with Israel and Israeli companies have been and are today subjected to
economic boycotts. The interruption or curtailment of trade between Israel and its present trading partners could adversely affect
our business, financial condition and results of operations.
Risks
Related to Our Common Stock
There
can be no assurance of a liquid public trading market for our Common Stock or whether investors will be able to readily be able
to sell their shares of Common Stock.
At
present, our Common Stock is subject to quotation on the OTCQB market under the symbol “OWCP”. There is only a limited,
liquid public trading market for our Common Stock and there can be no assurance that a more liquid market will ever develop or
be sustained. Market liquidity will depend on the perception of our business and any steps that our management might take to bring
public awareness of our business to the investing public within the parameters of the federal securities laws. There can be given
no assurance that there will be any awareness generated or sustained. Consequently, investors may not be able to liquidate their
investment or liquidate it at a price paid by investors equal to or greater than their initial investment in our Common Stock.
As a result, holders of our Common Stock may not find purchasers for their shares should they to decide to sell the Common Stock
held by them at any particular time if ever. Consequently, our Common Stock should be purchased only by investors who have no
immediate need for liquidity in their investment and who can hold our Common Stock, possibly for a prolonged period of time.
Our
shares of Common Stock are thinly traded, so stockholders may be unable to sell at or near ask prices or at all if they need to
sell shares to raise money or otherwise desire to liquidate their shares.
Our
Common Stock is “thinly-traded,” meaning that the number of persons interested in purchasing our Common Stock at or
near ask prices at any given time may be relatively small or non-existent. This situation is attributable to a number of factors,
including the fact that we are a small company that is relatively unknown to stock analysts, stock brokers, institutional investors
and others in the investment community that generate or influence sales volume, and that even if we came to the attention of such
persons, they tend to be risk-averse and would be reluctant to follow an unproven company such as ours or purchase or recommend
the purchase of our shares until such time as we become more seasoned and viable. As a consequence, there may be periods of several
days or more when trading activity in our shares is minimal or non-existent, as compared to a seasoned issuer which has a large
and steady volume of trading activity that will generally support continuous sales without an adverse effect on share price. We
cannot give stockholders any assurance that a broader or more active public trading market for our common shares will develop
or be sustained, or that current trading levels will be sustained.
In
the event an active trading market develops for our Common Stock, the market price may, from time-to-time, be volatile.
In
the event an active trading market develops for our Common Stock, the market price of our Common Stock may be highly volatile,
as is the market for securities subject to quotation on OTC Markets in particular. Some of the factors that may materially affect
the market price of our Common Stock are beyond our control, such as changes in conditions or trends in the industry in which
we operate, general market and economic conditions in the United States and world-wide as well as the number of our shares of
Common Stock being purchased and sold at any particular time. These factors may materially adversely affect the market price of
our Common Stock, regardless of our historic business performance or future prospects. In addition, the public stock markets have
experienced and may be expected to experience extreme price and trading volume volatility. This volatility has significantly affected
the market prices of securities of many companies for reasons frequently unrelated to their operating performance. These market
fluctuations may adversely affect the market price of our Common Stock.
A
large number of additional shares will be available for resale into the public market pursuant to Rule 144, which may cause the
market price of our Common Stock to decline significantly.
Sales
of a substantial number of shares of our Common Stock in the public market will become available pursuant to Rule 144 promulgated
by the SEC under the Securities Act, could adversely affect the market price of our Common Stock. As of March 31, 2019, we had
176,001,007 shares of Common Stock outstanding, of which 13,405,702 shares of Common Stock are restricted and are subject to the
resale provisions of Rule 144 and Regulations D and S under the United States federal securities laws and the rules and regulations
promulgated by the SEC thereunder. As restrictions on resale of other shares of Common Stock expire, pursuant to the provisions
of Rule 144 or otherwise, the market price could drop significantly if the holders of these restricted shares sell them or are
perceived by the market as intending to sell them at any given date or over any particular period of time. When restrictions on
resale lapse, and if holders of previously restricted securities sell a large number of shares pursuant to Rule 144 under the
Securities Act, they could adversely affect the market price for our Common Stock, which such adverse effect could be sustained
and over which we have no control.
You
will experience dilution of your ownership interest because of the future issuance of additional shares of our Common Stock or
our preferred stock.
In
the future, we may issue our authorized but previously unissued equity securities, including shares of our Common Stock, resulting
in the dilution of the ownership interests of our present shareholders. We are authorized to issue an aggregate of 500,000,000
shares of Common Stock, par value $0.00001 per share and 20,000,000 shares of preferred stock, par value $0.00001 (the “Preferred
Stock”), of which 176,001,007 shares of Common Stock and 440 shares of Preferred Stock are outstanding at March 31, 2019.
In addition, current holders of our Common Stock will experience dilution in their equity ownership from the exercise of outstanding
Common Stock purchase warrants and stock options granted under our 2016 Employees Stock Option Plan.
We
may also issue additional shares of our Common Stock, warrants or other securities that are convertible into or exercisable for
the purchase of shares of our Common Stock in connection with hiring and/or retaining employees or consultants, future acquisitions,
future sales of our securities for capital raising purposes, or for other business purposes. The future issuance of any such additional
shares of our Common Stock or other securities, for any reason including those stated above, may have a negative impact on the
market price of our Common Stock. There can be no assurance that the issuance of any additional shares of Common Stock, warrants
or other convertible securities may not be at a price (or exercise prices) below the then prevailing price at which shares of
our Common Stock will be quoted on the OTCQB Market.
In
the event of conversion of shares of our Series A Convertible Preferred Stock and warrants to purchase shares of our Common Stock,
you may experience substantial dilution of your Common Stock.
On
April 30, 2018, we consummated the April 2018 PIPE, pursuant to which we sold to a non-US-based institutional investor 500 shares
of our Series A Convertible Preferred Stock, which were initially convertible into 25,000,000 shares of our Common Stock and warrants
to purchase 12,500,000 shares of our Common Stock, at an initial exercise price of $0.22 per share (the “Warrants”).
On November 27, 2018, as a result of a “triggering event,” the conversion price was adjusted to an amount equal to
(A) 75% of the quotient determined by dividing (x) the sum of the three (3) lowest closing prices of our Common Stock during the
period beginning ten (10) trading days prior to such triggering event conversion date and ending three (3) trading days after
the shares of Common Stock are received into the investor’s brokerage account and fully cleared for trading, by (y) three
(3), minus (B) $0.01.
The
Series A Convertible Preferred Stock have a beneficial ownership limitation such that none of the holders of the Series A Convertible
Preferred Stock have the right to convert the Series A Convertible Preferred Stock to the extent that after giving effect to such
conversion, the holder (together with its affiliates and any other persons acting as a group together with the holder or any of
the holder’s affiliates) would beneficially own in excess of 4.99% (the “Maximum Percentage”) of the shares
of our Common Stock outstanding immediately after giving effect to such conversion. However, by written notice to us, a holder
of the Series A Convertible Preferred Stock may waive the Maximum Percentage provision, which such notice will be effective 61
calendar days after the notice date.
As
of May 17, 2019, 433 shares of our Series A Convertible Preferred Stock, which are convertible into not less than
2,514,755,816 shares of Common Stock (plus additional Common Stock resulting from further adjustments to the conversion
price, if any), in addition to the Warrants, remained outstanding. Any future conversion of the Series A Convertible Preferred
Stock or exercise of the Warrants would substantially dilute the ownership of holders of our Common Stock. Furthermore, any additional
adjustments to the conversion price of Series A Convertible Preferred Stock could further dilute the ownership of holders of our
Common Stock.
We
may never pay any dividends on our Common Stock to our shareholders and capital appreciation, if any, of our Common Stock may
be your sole source of gain on your investment.
We
have never declared nor paid any cash dividends on our Common Stock. With the exception of any dividends paid on our Series A
Convertible Preferred Stock, we currently intend to retain any future earnings for use in the operation and expansion of our business
and do not expect to pay any dividends on our Common Stock in the foreseeable future. The declaration and payment of all future
dividends on our Common Stock, if any, will be at the sole discretion of our board of directors, which retains the right to change
our dividend policy at any time. Consequently, capital appreciation, if any, of our Common Stock may be your sole source of gain
on your investment for the foreseeable future.
Holders
of the 500 shares of Series A Convertible Preferred Stock are entitled to receive dividends on each share of the Series A Convertible
Preferred Stock, payable quarterly on March 31, June 30, September 30 and December 31, commencing June 30, 2018 (which was prorated)
in an amount equal to 5% per annum of the stated value ($10 per share of the Series A Convertible Preferred Stock) and which shall
be cumulative. Such dividends are to be paid in cash or freely tradeable shares of our Common Stock at our sole discretion, subject
to certain conditions. If in the event we elect to pay a dividend in shares of our Common Stock to the holders of the Series A
Convertible Preferred Stock, the number of shares on our Common Stock will be determined in accordance with the terms of the Series
A Convertible Preferred Stock. We may only elect to pay cash dividends to the Series A Convertible Preferred Stock to the extent
there are amounts available for the payment of dividends in accordance with applicable Delaware law.
Insiders
own a significant percentage of the shares of our Common Stock, which may limit your ability to influence corporate matters.
Our
directors and executive officers and present shareholders holding more than 5% of our Common Stock beneficially own a significant
percentage of our Common Stock on a fully diluted basis. Accordingly, if these shareholders were to choose to act together, they
could have a significant influence over all matters requiring shareholder approval, including the election of directors and approval
of significant corporate transactions, such as a merger or other sale of our Company or all or a significant percentage of our
assets. This concentration of ownership could limit your ability to influence corporate matters and may have the effect of delaying
or preventing a third party from acquiring control over us.
Security
Ownership of Certain Beneficial Owners and Management.
We
cannot assure you that the interests of our management and affiliated persons will coincide with the interests of the investors.
So long as our management and affiliated persons collectively controls a significant portion of our Common Stock, these individuals
and/or entities controlled by them, will continue to collectively be able to strongly influence or effectively control our decisions.
We
have broad discretion in how we use our cash, cash equivalents and marketable securities, including the net proceeds from our
collaborations, public and private securities offerings, and may not use these financial resources effectively, which could affect
our results of operations and cause our stock price to decline.
Our
management has considerable discretion in the application of our cash, cash equivalents and marketable securities, including the
fees and milestone payments from our collaborations and the net proceeds of our securities offerings. We intend to use the cash,
cash equivalents and marketable securities to advance our product prospects and for working capital and other general corporate
purposes, which may include the hiring of additional personnel and capital expenditures. As a result, investors will be relying
upon management’s judgment with only limited information about our specific intentions for the use of the cash, cash equivalents
and marketable securities. We may use the cash, cash equivalents and marketable securities for purposes that do not yield a significant
return or any return at all for our stockholders. In addition, pending their use, we may invest the financial resources from our
collaborations and securities offerings in a manner that does not produce income or that loses value.
Anti-takeover
provisions of the Delaware General Corporation Law may discourage or prevent a change of control, even if an acquisition would
be beneficial to our shareholders, which could reduce our stock price.
We
are subject to the provisions of Section 203 of the Delaware General Corporation Law, which may prohibit certain business combinations
with shareholders owning 15% or more of our outstanding voting stock. These and other provisions in our amended and restated certificate
of incorporation, amended and restated bylaws and Delaware law could make it more difficult for shareholders or potential acquirers
to obtain control of our board of directors or initiate actions that are opposed by our then-current board of directors, including
a merger, tender offer or proxy contest involving our Company. Any delay or prevention of a change of control transaction or changes
in our board of directors could cause the market price of our Common Stock to decline.
State
Blue Sky registration and potential limitations on resale of our Common Stock.
The
holders of our shares of Common Stock and those persons who desire to purchase our Common Stock in any trading market that might
develop, should be aware that there may be state blue-sky law restrictions upon the ability of investors to resell our securities.
Accordingly, investors should consider the secondary market for our securities to be a limited one.
It
is the present intention of management after the active commencement of operations of our clinical cannabis research and development
to seek coverage and publication of information regarding the Company in an accepted publication manual, which permits a manual
exemption. The manual exemption permits a security to be distributed in a particular state without being registered if the company
issuing the security has a listing for that security in a securities manual recognized by the state.
However,
it is not enough for the security to be listed in a recognized manual. The listing entry must contain (1) the names of issuer’s
officers, and directors, (2) an issuer’s balance sheet, and (3) a profit and loss statement for either the fiscal year preceding
the balance sheet or for the most recent fiscal year of operations. Furthermore, the manual exemption is a non-issuer exemption
restricted to secondary trading transactions, making it unavailable for issuers selling newly issued securities.
Most
of the accepted manuals are those published in Standard and Poor’s, Moody’s Investor Service, Fitch’s Investment
Service, and Best’s Insurance Reports, and many states expressly recognize these manuals. A smaller number of states declare
that they “recognize securities manuals” but do not specify the recognized manuals. The following states do not have
any provisions and therefore do not expressly recognize the manual exemption: Alabama, Georgia, Illinois, Kentucky, Louisiana,
Montana, South Dakota, Tennessee, Vermont and Wisconsin.
Despite
our efforts and intentions, we may not be successful in obtaining coverage and publication of information regarding the Company
in an accepted publication manual, thereby failing to obtain a manual exemption for our Common Stock.
Our
Common Stock is considered a Penny Stock, which may be subject to restrictions on marketability, so you may not be able to sell
your shares.
We
may be subject now and in the future to the penny stock rules if our shares of Common Stock sell below $5.00 per share. Penny
stocks generally are equity securities with a price of less than $5.00. The penny stock rules require broker-dealers to deliver
a standardized risk disclosure document prepared by the SEC which provides information about penny stocks and the nature and level
of risks in the penny stock market. The broker-dealer must also provide the customer with current bid and offer quotations for
the penny stock, the compensation of the broker-dealer and its salesperson, and monthly account statements showing the market
value of each penny stock held in the customer’s account. The bid and offer quotations, and the broker-dealer and salesperson
compensation information must be given to the customer orally or in writing prior to completing the transaction and must be given
to the customer in writing before or with the customer’s confirmation.
In
addition, the penny stock rules require that prior to a transaction, the broker dealer must make a special written determination
that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction.
The penny stock rules are burdensome and may reduce purchases of any Offerings and reduce the trading activity for shares of our
Common Stock. As long as our shares of Common Stock are subject to the penny stock rules, the holders of such shares of Common
Stock may find it more difficult to sell their securities.
Reporting
requirements under the Exchange Act and compliance with the Sarbanes-Oxley Act of 2002, including establishing and maintaining
acceptable internal controls over financial reporting, are costly and may increase substantially.
The
rules and regulations of the SEC require a public company to prepare and file periodic reports under the Exchange Act, which will
require that the company engage legal, accounting, auditing and other professional service providers. The engagement of such services
is costly and continuing. Additionally, the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) requires, among
other things, that we design, implement and maintain adequate internal controls and procedures over financial reporting. The costs
of complying with the Sarbanes-Oxley Act and the limited technically qualified personnel we have may make it difficult for us
to design, implement and maintain adequate internal controls over financial reporting. We expect these costs to be increased as
our operations increase in scope and magnitude. In the event that we fail to maintain an effective system of internal controls
or discover material weaknesses in our internal controls, we may not be able to produce reliable financial reports and/or discover
and report fraud, which may harm our overall financial condition and result in loss of investor confidence and a decline in our
share price.
As
a public company, we are subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act, the Dodd-Frank Act
of 2010 and other applicable securities rules and regulations. Our legal and financial compliance costs related to these rules
and regulations may increase, make some activities more difficult, time-consuming or costly and increase demand on our systems
and resources. The Exchange Act requires, among other things, that we file annual and quarterly, and, from time-to-time, current
reports with respect to our business and operating results.
We
are working with our legal, independent accounting and financial advisors to identify those areas in which changes should or could
be made to improve our financial and management control systems in order to manage our growth and our legal obligations as a public
company. These areas include corporate governance, corporate control, disclosure controls and procedures and financial reporting
and accounting systems. We have made, and will continue to make, changes in these and other areas, if and when any perceived deficiencies
are discovered. However, we anticipate that the expenses associated with being a reporting public company are expected to be both
material and continuing. We estimate that the aggregate cost of legal services; accounting and audit functions; personnel, such
as a chief financial officer familiar with the obligations of public company reporting; and consultants to design and implement
internal controls could be material. In addition, if and when we retain independent directors and/or additional members of senior
management, we may incur additional expenses related to director compensation and/or premiums for directors’ and officers’
liability insurance (“D&O Insurance”), the costs of which we cannot estimate at this time. We may also incur additional
expenses associated with investor relations and similar functions, the cost of which we also cannot estimate at this time. However,
these additional expenses individually, or in the aggregate, may also be expected to be material. In addition, being a public
company could make it more difficult or more costly for us to obtain certain types of insurance, including D&O Insurance,
and we may be forced to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar
coverage. The impact of these events could also make it more difficult for us to attract and retain qualified persons to serve
on our board of directors, our board committees or as executive officers.
The
increased costs associated with operating as a public company may decrease our net income or increase our net loss, and may cause
us to reduce costs in other areas of our business or increase the prices of our product to offset the effect of such increased
costs. Additionally, if these requirements divert our management’s attention from other business concerns, they could have
a material adverse effect on our business, financial condition and results of operations.
The
material weaknesses in our internal control over financial reporting may until remedied cause errors in our financial statements
or cause our filings with the SEC to not be timely.
We
have identified material weaknesses in our internal control over financial reporting as of the evaluation done by management as
of December 31, 2018. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial
reporting, such that there is a reasonable possibility that a material misstatement of a company’s annual or interim consolidated
financial statements would not be prevented or detected on a timely basis. If our internal control over financial reporting or
disclosure controls and procedures are not effective, there may be errors in our financial statements that could require a restatement
or we may not file our reports on time as required by the SEC. Based on the work undertaken and performed by us, however, we believe
the financial statements contained in our reports filed with the SEC are fairly stated in all material respects in accordance
with the generally accepted accounting principles of the United States for each of the periods presented. We intend to implement
additional corporate governance and control measures to strengthen our control environment as we are able, but we may not achieve
our desired objectives. We may identify other material weaknesses and control deficiencies in our internal control over financial
reporting in the future that may require remediation and could result in investors losing confidence in our reported financial
information, which could lead to a decline in our stock price.
Having
availed ourselves of scaled disclosure available to smaller reporting companies, we cannot be certain if such reduced disclosure
will make our Common Stock less attractive to investors.
Under
Section 12b-2 of the Exchange Act, a “smaller reporting company” is a company that is not an investment company, an
asset backed issuer, or a majority-owned subsidiary of a parent company. Effective September 10, 2018, the definition of a “smaller
reporting company” was amended to include companies with a public float of less than $250 million as of the last business
day of its most recently completed second fiscal quarter or, if such public float is less than $700 million, had annual revenues
of less than $100 million during the most recently completed fiscal year. Similar to emerging growth companies, smaller reporting
companies are permitted to provide simplified executive compensation disclosure in their filings; they are exempt from the provisions
of Section 404(b) of the Sarbanes-Oxley Act requiring that independent registered public accounting firms provide an attestation
report on the effectiveness of internal controls over financial reporting; and they have certain other decreased disclosure obligations
in their SEC filings, including, among other things, only being required to provide two years of audited financial statements
in annual reports. We are a smaller reporting and are permitted to avail ourselves of the scaled disclosure requirements available
to smaller reporting companies. Decreased disclosure in our SEC filings as a result of our having availed ourselves of scaled
disclosure may make it harder for investors to analyze our results of operations and financial prospects, which could result in
loss of investor confidence and a decline in our share price.
Our
by-laws provide for indemnification of our directors and the purchase of D&O insurance at our expense and limit their potential
or actual liability which may result in a significant cost to us and damage the interests of our shareholders.
Our
By-Laws include provisions that eliminate the personal liability of the directors of the Company for monetary damages to the fullest
extent possible under the laws of the State of Delaware as well as other applicable laws. These provisions eliminate the liability
of directors to the Company and its shareholders for monetary damages arising out of any violation of a director of his fiduciary
duty of due care. Under Delaware law, however, such provisions do not eliminate the personal liability of a director for: (i)
breach of the director’s duty of loyalty; (ii) acts or omissions not in good faith or involving intentional misconduct or
knowing violation of law; (iii) payment of dividends or repurchases of stock other than from lawfully available funds; or (iv)
any transaction from which the director derived an improper benefit. These provisions do not affect a director’s liabilities
under the federal securities laws or the recovery of damages by third parties.
Upon
dissolution of the Company, our stockholders may not recoup all or any portion of their investment.
In
the event of a liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, the proceeds and/or assets
of the Company remaining after giving effect to such transaction, and the payment of all of our debts and liabilities will be
distributed to the holders of our Common Stock on a pro rata basis. There can be no assurance that we will have available assets
to pay to the holders of our Common Stock, or any amounts, upon such a liquidation, dissolution or winding-up of the Company.
In this event, our stockholders could lose some or all of their investment.
Our
former advisor and consultant is alleged to have engaged in a securities fraud scheme. Publicity related to this alleged securities
fraud scheme could harm our business, result in loss of investor confidence and a decline in price of our Common Stock.
In
March 2018, the SEC filed a complaint against Jeffrey O. Friedland, a former advisor and stockholder of the Company, alleging
that Mr. Friedland engaged in a securities fraud scheme involving our Common Stock that included a “pump and dump”
strategy; misleading interviews, presentations and emails; and violation of numerous SEC rules and federal securities laws (the
“Friedland Matter”). A copy of that complaint may be found at https://www.sec.gov/litigation/complaints/2018/comp-pr2018-34.pdf.
Neither the Company nor its executive officers and directors were named as defendants in the case. We are unaware of and unable
to predict the length, scope, outcome or impact of the SEC’s investigation. Such conditions create volatility and risk for
holders of our Common Stock and should be considered by investors. Publicity related to the Friedland Matter and any negative
findings or outcomes of the investigation could harm our business and result in loss of investor confidence and a decline in price
of our Common Stock.
We
may expend a substantial amount of time and resources in connection with SEC or stockholder-related inquiries or legal actions
related to an ongoing investigation by the SEC.
In
March 2018, we received a non-public subpoena dated February 16, 2018 issued by the SEC ordering the provision of documents and
related information concerning certain of the issues involved in the Friedland Matter. We are in a process of responding to the
subpoena and intend to fully cooperate with the SEC. We are unaware of and unable to predict the length, scope, outcome or impact
of the SEC’s investigation. As a result, we do not know how the SEC investigation is proceeding, when the investigation
will be concluded, or if we will become involved to a greater extent than merely responding to the subpoena we received. This
may become a material cost to us, distract the time and attention of our officers and directors or divert our resources away from
ongoing research and development programs and result in loss of investor confidence and a decline in price of our Common Stock.
SPECIAL
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This
prospectus contains forward looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the
“Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
that involve risks and uncertainties, principally in the sections entitled “Business,” “Risk Factors,”
and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” All statements
other than statements of historical fact contained in this prospectus, including statements regarding future events, our future
financial performance, business strategy and plans and objectives of management for future operations, are forward-looking statements.
We have attempted to identify forward-looking statements by terminology including “may,” “will,” “should,”
“could,” “would,” “expect,” “plan,” “anticipate,” “believe,”
“estimate” and “continue,” or the negative of such terms or other similar expressions. Although we do
not make forward-looking statements unless we believe we have a reasonable basis for doing so, we caution you that these statements
are based on our good faith projections of the future that are subject to known and unknown risks and uncertainties and other
factors that may cause our actual results, level of activity, performance or achievements expressed or implied by these forward-looking
statements, to differ materially. The description under the section entitled “Business,” “Risk Factors”
and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” set forth in this
prospectus, discuss some of the factors that could contribute to these differences. These forward-looking statements include,
but are not limited to, statements about:
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our
ability to continue as a going concern;
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our
ability to generate revenue or achieve profitability;
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our
ability to obtain additional financing on acceptable terms, if at all;
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our
ability to obtain insurance coverage;
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performance
of our information technology and storage systems;
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a
disruption of breach of our information technology systems;
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our
dependence on the success of cannabinoid technology;
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our
ability to keep pace with technological advances;
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legal
and regulatory developments in the United States and foreign countries;
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the
success and timing of our preclinical and clinical trials;
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our
ability to secure Israeli licenses to use cannabis for medical research;
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the
rate and degree of market acceptance of cannabis-based medical products;
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the
success of competing products or therapies that become available;
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our
dependence on third parties;
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the
performance of third parties upon which we depend;
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our
ability to obtain and maintain protection for our intellectual property;
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our
ability to protect and defend against litigation, including intellectual property claims;
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our
ability to obtain licenses, if necessary, on commercially reasonable terms or at all;
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our
ability to attract and retain key personnel;
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risks
related to operating in Israel;
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the
volatility of the price of our common stock;
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the
marketability of our common stock;
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our
broad discretion to invest or spend the proceeds from our financings in ways with which our stockholders may not agree and
may have limited ability to influence; and
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other
risks and uncertainties, including those listed in “Risk Factors.”
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Moreover,
we operate in a highly competitive and rapidly changing environment. New risks emerge from time to time and it is not possible
for us to predict all risk factors, nor can we address the impact of all factors on our business or the extent to which any factor,
or combination of factors, may cause our actual results to differ materially from those contained in any forward-looking statements.
You
should not rely upon forward-looking statements as predictions of future events. Although we believe that the expectations reflected
in the forward-looking statements are reasonable, we cannot guarantee that the future results, levels of activity, performance
or events and circumstances reflected in the forward-looking statements will be achieved or occur. We undertake no obligation
to update publicly any forward-looking statements for any reason after the date of this prospectus to conform these statements
to new information, actual results or to changes in our expectations, except as required by law.
You
should read this prospectus and the documents that we reference in this prospectus and have filed with the SEC, as exhibits to
the registration statement of which this prospectus is a part with the understanding that our actual future results, levels of
activity, performance, and events and circumstances may be materially different from what we expect.
This
prospectus includes statistical and other industry and market data that we obtained from industry publications and research, surveys
and studies conducted by third parties. Industry publications and third-party research, surveys and studies generally indicate
that their information has been obtained from sources believed to be reliable, although they do not guarantee the accuracy or
completeness of such information.
USE
OF PROCEEDS
We
are not selling any shares of our common stock in this offering and we will not receive any of the proceeds from the sale of shares
of our common stock by the selling stockholder. The selling stockholder will receive all of the proceeds from any sales of the
shares of our common stock offered hereby. However, we will incur expenses in connection with the registration of the shares of
our common stock offered hereby.
We
will receive the exercise price upon any exercise of the Warrant, to the extent exercised on a cash basis. If the Warrant is exercised
in full, on a cash basis, we would receive gross proceeds of approximately $2.75 million. We currently intend to use such proceeds,
if any, for research and development, general corporate purposes and for working capital. The holder of the Warrant is not obligated
to exercise the Warrant, and we cannot predict whether or when, if ever, the holder of the Warrant will choose to exercise the
Warrant, in whole or in part, or whether the holder of the Warrant will elect to exercise the Warrant under the net share settlement
provisions of the Warrant which would result in the Company not receiving any cash proceeds.
MARKET
FOR OUR COMMON STOCK
Our
common stock is quoted on the OTCQB under the symbol “OWCP.”
Holders
of common stock
As
of June 27, 2019, there were 99 holders of record of our common stock. As of such date, 216,265,874 shares
of our common stock were issued and outstanding.
DIVIDEND
POLICY
We
have never declared nor paid any cash dividends to stockholders. Except as described herein, we currently intend to retain any
future earnings for use in the operation and expansion of our business and do not expect to pay any dividends to holders of our
common stock in the foreseeable future. The declaration and payment of all future dividends to holders of our common stock, if
any, will be at the sole discretion of our board of directors, which retains the right to change our dividend policy at any time.
Holders
of the Series A Preferred Shares are entitled to receive dividends on each share of the Series A Preferred Stock, payable quarterly
on March 31, June 30, September 30 and December 31, commencing June 30, 2018 (which will be prorated) in an amount equal to five
percent (5%) per annum of the stated value ($10,000 per share of the Series A Preferred Stock) and which shall be cumulative.
Such dividends are to be paid in cash or freely tradeable shares of our common stock at our sole discretion, subject to certain
conditions. In the event that we elect to pay a dividend in shares of our common stock to the holders of the Series A Preferred
Shares, the number of shares of our common stock will be determined in accordance with the terms of the Series A Preferred Shares.
The Company may only elect to pay cash dividends to the Series A Preferred Shares to the extent there are amounts available for
the payment of dividends in accordance with applicable Delaware law. To the extent we declare or pay any dividend to holders of
our Common Stock, the holders of our Series A Preferred Shares are entitled to receive such dividend as if such holder had held
the number of shares of Common Stock acquirable upon complete conversion of the Series A Preferred Shares.
MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND
RESULTS OF OPERATIONS
The
following discussion and analysis provides information that we believe is relevant to an assessment and understanding of our results
of operations and financial condition. You should read this analysis in conjunction with our audited consolidated financial statements
and related notes and our unaudited condensed consolidated financial statements and related notes, each included elsewhere in
this prospectus. This discussion and analysis contains statements of a forward-looking nature relating to future events or our
future financial performance. These statements are only predictions, and actual events or results may differ materially. In evaluating
such statements, you should carefully consider the various factors identified in this prospectus, which could cause actual results
to differ materially from those expressed in, or implied by, any forward-looking statements, including those set forth in “Risk
Factors” in this prospectus. See “Special Note Regarding Forward-Looking Statements.”
Overview
We
are an early stage medical cannabis research and development company that applies conventional pharmaceutical research protocols
and disciplines to the field of medical cannabis with the objective of establishing a leadership position in the research and
development of medical cannabis therapies, products and delivery technologies. We are currently engaged in the research and development
and have conducted trials on the efficacy of Cannabis-Based Medical Products commencing with our cannabis-based topical ointment
for the treatment of psoriasis. In addition, we also are pursuing the use of our Cannabis-Based Medical Products for the treatment
of multiple myeloma, PTSD, chronic pain and fibromyalgia, and have made significant advancements in the development of a cannabis
soluble tablet delivery system that could have applications for other indications. We are also capable of providing consulting
and advisory services to governmental and private entities to assist them with developing and implementing tailor-made, comprehensive
medical cannabis programs, although we have not generated any revenues from such services to date.
We
have been engaged in research and development and consulting and advisory activities through our wholly-owned Israeli subsidiary,
One World Cannabis Ltd., since July 2014. To date, we have entered into binding agreements with major hospitals and medical research
facilities in Israel for the purpose of conducting research studies and trials related to the development and use of Cannabis-Based
Medical Products for the treatment of multiple myeloma, psoriasis, PTSD, chronic pain and fibromyalgia, and for the development
of a cannabis soluble tablet delivery system.
On
January 29, 2019 we reported positive safety data from our Phase 1 trial for our medical grade cannabis MGC ointment for the treatment
of skin diseases. No severe adverse events were observed in the trial.
On
March 14, 2019, we executed a contract with the Souraski Medical Center Fund in Tel Aviv to perform a single-dose, randomized,
crossover study to compare the safety, tolerability and pharmacokinetics of our Medical Grade Cannabis - Orally Disintegrating
Tablets (MGC-ODT) with Buccal Sativex®, in Healthy Adult Volunteers. This Agreement is entered into by and among One World
Cannabis Ltd., our wholly owned subsidiary and The Medical, Infrastructure and Health Services Fund of the Tel Aviv Medical Center,
Israel, and Prof. Jacob Ablin M.D. as the Principal Investigator. The primary objectives of the study are:
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to
investigate the pharmacokinetics profile of THC, 11-OH THC and CBD following a single sublingual dose of MGC-ODT;
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to
compare the pharmacokinetic profiles of THC, THC metabolite 11-hydroxy-THC and CBD following a single administration of the
investigational MGC-ODT vs. Sativex® Oromucosal Spray; and
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to
monitor and compare the safety and tolerability of the MGC-ODT and Sativex® in the participating subjects.
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April
2018 PIPE
On
April 30, 2018, we consummated the April 2018 PIPE by entering into the Purchase Agreement with the Investor. Under the terms
and conditions of the Purchase Agreement, we sold and the Investor bought, (i) 500 shares of the Series A Preferred Shares, which
were initially convertible into 25,000,000 shares of our common stock at a conversion price of $0.20 per share, subject to adjustment
pursuant to the anti-dilution provisions of the Preferred Shares, and (ii) the Warrants, subject to adjustment pursuant to the
anti-dilution provisions of the Warrants, for an aggregate purchase price of $5,000,000. On November 27, 2018, as a result of
a “triggering event,” as further described below, the conversion price of the Series A Preferred Shares was adjusted
to an amount equal to (A) 75% of the quotient determined by dividing (x) the sum of the three (3) lowest closing prices of our
common stock during the period beginning ten (10) trading days prior to such triggering event conversion date and ending three
(3) trading days after the shares of common stock are received into the investor’s brokerage account and fully cleared for
trading, by (y) three (3), minus (B) $0.01. As of May 17, 2019, the Investor converted an aggregate of 67 shares
of Preferred Stock into an aggregate of 41,668,210 shares of the Common Stock at the conversion prices in effect on the
respective conversion dates.
Newbridge,
through LifeTech Capital, acted as exclusive placement agent for the transaction and we paid Newbridge a cash fee of $375,000
and issued to them warrants to purchase 2.5 million shares of our common stock at an exercise price of $0.20 per share. The Warrants
contain customary terms, including provisions for “cashless” exercise, change of control, price based anti-dilution,
and customary demand or piggyback registration rights. In addition, we are obligated to pay Newbridge a warrants solicitation
fee equal to 4% of the gross proceeds that we receive upon cash exercise of the Warrants. Since the Initial Date through March
31, 2019, no solicitation fee was earned as no warrants were exercised.
The
terms of the Preferred Shares contain conditional redemption provisions and a deemed liquidation preference feature. In addition,
the terms of each of the Preferred Shares and Warrants provide for anti-dilution protection for issuances of shares of our 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 Warrants as determined in accordance with the Black Scholes option pricing model.
In
connection with the Purchase Agreement, we entered into the Registration Rights Agreement with the Investor, pursuant to which,
among other things, we have agreed to use our commercially reasonable best efforts to (i) prepare and file with the SEC within
60 calendar days of the offering a registration statement covering the shares of common stock underlying the Preferred Shares
and Warrants and (ii) have the registration statement and any amendment thereto to be declared effective by the SEC within 90
calendar days from the date of the initial filing of such registration statement. The notice of effectiveness was received
on July 2, 2018.
Dr.
Yehuda Baruch Triggering Event
On
November 27, 2018, the Tel Aviv regional Prosecutor’s Service filed criminal charges against Dr. Yehuda Baruch, our Chief
Medical and Regulatory Affairs Officer, alleging that Dr. Baruch conducted an improper sexual relationship with a psychiatric
patient. The aforesaid charges brought against Dr. Baruch are considered a “triggering event” (a “Triggering
Event”) under our Certificate of Designation governing the Preferred Stock. Subject to certain beneficial ownership limitations
of the Preferred Stock, 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, the Purchaser of the Preferred Stock may, at his option, by delivery of notice
to us, specify a future date upon which such holder shall require us to convert all, or any number of, Preferred Stock into shares
of our Common Stock at an adjusted conversion ratio as specified in the Certificate of Designation.
Due
to the Triggering Event, the conversion price has adjusted to an amount equal to (A) 75% of the quotient determined by dividing
(x) the sum of the three (3) lowest Closing Prices of the Common Stock during the period beginning ten (10) Trading Days prior
to such Triggering Event Conversion Date and ending three (3) Trading Days after the shares of Common Stock are received into
Holder’s brokerage account and fully cleared for trading, by (y) three (3), minus (B) $0.01.
Results
of Operations
Results
of Operations during the three months ended March 31, 2019, as compared to the three months ended March 31, 2018
We
have not generated any revenue during the three months ended March 31, 2019 or 2018. We have operating expenses related to research
and development expenses and general and administrative expenses.
During
the three months ended March 31, 2019, we incurred a net loss of $1,000,000 due to general and administrative expenses of $498,000,
research and development expenses of $285,000, income of $1,075,000 from the revaluation of liability related to the warrants,
loss of $1,290,000 from revaluation of bifurcated embedded derivative related to Series A convertible Preferred Stock and financial
expenses of $2,000, as compared to a net loss of $977,000 due to general and administrative expenses of $821,000, research and
development expenses of $155,000 and financial expenses of $1,000 during the three months ended March 31, 2018.
Our
general and administrative expenses decreased by $323,000 or 39.3% during the three months ended March 31, 2019 as compared to
the same period in the prior year, primarily due to decreased of stock-based compensation and amortization of services receivable
expenses. The charges relating to stock-based compensation and services receivable expenses were $75,000 for the three months
ended March 31, 2019, compared to an expense of $586,000 for the three months ended March 31, 2018. The decrease in general and
administrative expenses was partially offset by increases in legal and consulting expenses due to reverse share split and increase
in base salary.
Our
research and development expenses increased by $130,000 or 83.9% during the three months ended March 31, 2019 as compared to the
same period in the prior year mainly due to increase in head count and to active trials costs.
Results
of Operations during the year ended December 31, 2018 as compared to the year ended December 31, 2017
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|
Year
Ended December 31,
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2018
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2017
|
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Operating
expenses:
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Research
and development
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$
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712,000
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$
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441,000
|
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General
and administrative
|
|
|
2,859,000
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4,113,000
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Expense
related to settlement agreement
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725,000
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-
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Total
operating expenses
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4,296,000
|
|
|
|
4,554,000
|
|
|
|
|
|
|
|
|
|
|
Operating
loss
|
|
|
(4,296,000
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)
|
|
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(4,554,000
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)
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Other
expenses, net
|
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5,962,000
|
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|
|
5,000
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Net
loss
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|
$
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(10,258,000
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)
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|
$
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(4,559,000
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)
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Revenues
We
have not generated any revenues from operations during the years ended December 31, 2018 and 2017. We had no revenues primarily
because we are engaged primarily in research and development.
Operating
Expenses
Research
and development expenses.
Research and development expenses were $712,000 for the year ended December 31, 2018, compared to
$441,000 for the year ended December 31, 2017, an increase of $271,000 or 61.5%. The increase in research and development expenses
is primarily related to Phase 1 safety study for our medical grade cannabis MGC for the treatment of skin diseases and for the
development of the tablet, and due to salary of our new Chief Scientific Officer.
General
and administrative expenses.
General and administrative expenses were $2.86 million for the year ended December 31, 2018,
compared to $4.1 million for the year ended December 31, 2017, a decrease of $1.2 million or 30.5%. The decrease in general and
administrative expenses during these periods is primarily related to stock-based compensation and amortization of services receivable
of $3.3 million in the year 2017 comparing to 1.2 million in 2018, that was partially offset by higher legal expenses in 2018
that related to contingencies arising from claims, litigation and other sources.
Expenses
related to settlement agreement.
On December 6, 2018, we entered into an agreement with the Mr. Ziv Turner, our subsidiary’s
former General Manager (the “Plaintiff”), pursuant to which, we shall issue to the Plaintiff, subject to receiving
a withholding tax certificate, a number of shares of our Common Stock at an aggregate value of $725 on the issuance date.
Other
expenses, Net
. Other expenses, net was $5.96 for the year ended December 31, 2018 compared to $5,000 for the year ended December
31, 2017, a change of $5.95 million. In 2018, the other expenses, net are comprised from $823,000 of issuance costs related to
the April 30, 2018 issuance or Series A Convertible Preferred Stock, an income of $2.2 million from revaluation of liability related
to warrants to purchase Common Stock, $7.2 million of revaluation of embedded derivative and $3,000 of finance expenses, net.
In 2017, the other expenses, net are comprised from $5,000 of finance expenses, net.
Net
Loss
. As a result of the foregoing, we have incurred a net loss of $10.2 million for the year ended December 31, 2018 compared
to a net loss of $4.6 million for the year ended December 31, 2017, an increase in the net loss of $5.7 million or 125%.
Liquidity
and Capital Resources
As
of March 31, 2019, we had current assets of $2,854,000 consisting of $2,800,000 in cash and cash equivalents and other current
assets of $54,000. As of March 31, 2019, we had property and equipment carried at $73,000, net of $38,000 in accumulated depreciation
and lease right-of-use asset of $60,000. We had total assets of $2,949,000 as of March 31, 2019.
Lease
assets and liabilities existed at March 31, 2019, but not at December 31, 2018.
As
of December 31, 2018, we had current assets of $3,516,000 consisting of $3,464,000 in cash and cash equivalents and other current
assets of $52,000. We had property and equipment valued at $73,000, net of $36,000 in accumulated depreciation. We had total assets
of $3,553,000 as of December 31, 2018.
As
of March 31, 2019, we had $509,000 in current liabilities consisting of $163,000 in accounts payable, $220,000 in other current
liabilities, deferred revenues of $100,000 and lease liabilities of $26,000.
As
of December 31, 2018, we had $438,000 in current liabilities consisting of $98,000 in accounts payable, $240,000 in other current
liabilities and deferred revenues of $100,000.
We
had positive working capital of $2,345,000 as of March 31, 2019 compared to positive working capital of $3,078,000 as of December
31, 2018. Our accumulated deficit as of March 31, 2019 and December 31, 2018 was $29,276,000 and $27,222,000, respectively.
As
of March 31, 2019, we had $9,742,000 in non-current liabilities consisting of $8,583,000 in bifurcated embedded derivative related
to Series A Convertible Preferred Stock, $400,000 in liability related to warrants to purchase common stock, $34,000 in lease
liabilities and $725,000 in liability related to shares to be issued.
We
used $665,000 in our operating activities during the three months ended March 31, 2019, which was due to a net loss of $1,000,000
,amortization of services receivable of $35,000, stock-based compensation expenses of $40,000, revaluation income of liability
related to warrants to purchase common stock of $1,075,000, revaluation expense of bifurcated embedded derivative related to the
Series A Convertible Preferred Stock of $1,290,000, depreciation expense of $2,000, an increase in accounts payable of $65,000,
an increase in other current assets of $2,000 and a decrease in other liabilities of $20,000.
We
used $371,000 in our operating activities during the three months ended March 31, 2018, which was due to a net loss of $977,000
partially offset by amortization of services receivable of $240,000, stock-based compensation of $345,000, depreciation expense
of $2,000, a decrease in accounts payable of $2,000, a decrease in other prepaid expenses of $63,000 and a decrease in other current
liabilities of $42,000.
Our
financing activities during the three months ended March 31, 2018 provided us with $105,000 through collection of a stock subscription
receivable. There were no cash flows from financing activities during the three months ended March 31, 2018.
Based
upon our cash position of $2,800,000 on March 31, 2019 we believe that we do not have sufficient cash to allow us to maintain
our operations for the next 12-month period. As of March 31, 2019, we are not in compliance with the Equity Conditions (
as
defined in the Certificate of Designations),
therefore beginning January 31, 2019 and continuing for every 30-days period
thereafter, at the request of the purchaser, we might be required to redeem in cash, an amount that equivalent to: 1/12
th
of the outstanding Series A Convertible Preferred Stock for an amount equal to 110% of the stated value ($10,000) of such
shares of Series A Convertible Preferred Stock plus any accrued but unpaid dividends to the Mandatory Redemption Date.. Management
considered the significance of such conditions in relation to our ability to meet its current and future obligations and determined
that such conditions raise substantial doubt about the Company’s ability to continue as a going concern. We believe that
in order to execute on our plans we need to raise additional capital, either equity or debt, and there can be no assurance that
additional capital will be sufficient to fund our anticipated expenditure requirements to execute on our plans. There is also
no assurance that additional capital will be on terms and conditions favorable to us.
The
development and commercialization of our product is expected to require substantial expenditures. We have not yet generated material
revenues from operations and therefore we dependent upon external sources for financing our operations. As of March 31, 2019,
we have an accumulated deficit of $29,276,000. In addition, during the three months ended March 31, 2019, excluding the revaluation
income of liability related to warrants to purchase common stock in an amount of $1,075,000, and the revaluation of bifurcated
embedded derivative in an amount of $1,290,000, we reported losses, and negative cash flows from operating activities.
Funding
of Our Research Programs
On
October 22, 2014, we entered into a service agreement with Sheba relating to the use of cannabis to treat myeloma. Within the
framework of this service agreement, we conducted pre-clinical studies on multiple myeloma, which have commenced in April 2015.
Pursuant to this service agreement, we are obligated to pay Sheba $170,000. As of March 31, 2019, we have paid Sheba $66,000 as
per Sheba’s payment requests.
In
addition, pursuant to another service agreement, we were obliged to pay Sheba $170,000 throughout 2017 and 2018 for conducting
the Study for the cream for treatment of psoriasis. As of March 31, 2019, we have paid the entire amount.
At
present, we use our available working capital to fund these studies.
Our
expenditures allocated to our corporate activities conducted through our facilities in Ramat Gan were $12,000 for the three months
period ended March 31, 2019 and we expect it will be a total of approximately $49,000 for the year ending December 31, 2019.
Off-Balance
Sheet Arrangements
As
of March 31, 2019, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K, promulgated
under the Securities Act of 1934.
Contractual
Obligations and Commitments
As
of March 31, 2019, we did not have any contractual obligations.
Critical
Accounting Policies
Our
significant accounting policies are described in the note 2 of our audited consolidated financial statements included elsewhere
in this prospectus.
BUSINESS
Overview
We
are an early stage medical cannabis research and development company that applies conventional pharmaceutical research protocols
and disciplines to the field of medical cannabis with the objective of establishing a leadership position in the research and
development of medical cannabis therapies, products and delivery technologies. We are currently engaged in the research and development
and have conducted trials on the efficacy of cannabis-based medical products (the “Cannabis-Based Medical Products”)
commencing with our cannabis-based topical ointment for the treatment of psoriasis. In addition, we also are pursuing the use
of our Cannabis-Based Medical Products for the treatment of multiple myeloma, post-traumatic stress disorder (“PTSD”),
chronic pain and fibromyalgia, and have made significant advancements in the development of a cannabis soluble tablet delivery
system that could have applications for other indications. We are also capable of providing consulting and advisory services to
governmental and private entities to assist them with developing and implementing tailor-made, comprehensive medical cannabis
programs, although we have not generated any revenues from such services to date.
We
have been engaged in research and development and consulting and advisory activities through our wholly-owned Israeli subsidiary,
One World Cannabis Ltd., since July 2014. To date, we have entered into binding agreements with major hospitals and medical research
facilities in Israel for the purpose of conducting research studies and trials related to the development and use of Cannabis-Based
Medical Products for the treatment of multiple myeloma, psoriasis, PTSD, chronic pain and fibromyalgia, and for the development
of a cannabis soluble tablet delivery system.
On
January 29, 2019 we reported positive safety data from our Phase 1 trial for our medical grade cannabis MGC ointment for the treatment
of skin diseases. No severe adverse events were observed in the trial.
On
March 14, 2019, we executed a contract with the Souraski Medical Center Fund in Tel Aviv to perform a single-dose, randomized,
crossover study to compare the safety, tolerability and pharmacokinetics of our Medical Grade Cannabis - Orally Disintegrating
Tablets (MGC-ODT) with Buccal Sativex®, in Healthy Adult Volunteers. This Clinical Trial Agreement (the “Agreement”)
is entered into by and among One World Cannabis Ltd., our wholly owned subsidiary and The Medical, Infrastructure and Health Services
Fund of the Tel Aviv Medical Center, Israel, and Prof. Jacob Ablin M.D. as the Principal Investigator. The primary objectives
of the study are:
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●
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to
investigate the pharmacokinetics profile of THC, 11-OH THC and CBD following a single sublingual dose of MGC-ODT;
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●
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to
compare the pharmacokinetic profiles of THC, THC metabolite 11-hydroxy-THC and CBD following a single administration of the
investigational MGC-ODT vs. Sativex® Oromucosal Spray; and
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●
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to
monitor and compare the safety and tolerability of the MGC-ODT and Sativex® in the participating subjects.
|
History
and Former Operations
In
2008, we acquired a patent relating to our electromagnetic percussion device (the “Device”). In March 2013, we entered
into a manufacturing and distribution agreement with GUMI Tel Aviv Ltd. (“GUMI”), a technology company engaged in
the manufacture and sale of industrial equipment, to develop, manufacture and market the Device. To date, we have not derived
any revenues from GUMI’s marketing efforts. We abandoned this line of business in 2015 and in February 2016 terminated our
agreement with GUMI, executing mutual general releases.
We
were incorporated in Delaware on March 7, 2008 under the name Dynamic Applications Corp. We changed our name to OWC Pharmaceutical
Research Corp. on December 9, 2014. We formed our wholly owned subsidiary One World Cannabis Ltd in Israel on July 6, 2014. Our
principal executive offices are located at 2 Ben Gurion St. Ramat Gan, Israel 5257334 and our telephone number is 972 (0) 72-260-8004.
Our
Strengths
Notwithstanding
the fact that we have only commenced our cannabis-based medical research, we believe that we offer the following key characteristics
in our approach to developing our Cannabis-Based Medical Product prospects:
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Our
leading medical professionals are recognized leaders in medical cannabis treatments
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We
received approval from the Israeli Institutional Review Board (“IRB”) for an in vitro and in vivo studies for
the treatment of multiple myeloma;
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We
have already filed 6 patent families and includes 28 filings in selected domains;
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We
have entered into a clinical trial agreement with Sourasky Medical Center for performing our trial and PK (Pharmacokinetics)
trial of the soluble tablet.
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We
have entered into three research and license agreements with Sheba Academic Medical Center in Tel Hashomer, Israel (“Sheba”)
to conduct research on two indicators;
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Understanding
governmental regulation is a prerequisite for success in our industry and our team has substantial knowledge and experience
with respect to the rules of drug development and medical cannabis programs; and
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Our
scientific team has many years of experience in diverse but relevant disciplines, including medical research and regulatory
affairs, as well as extensive cannabis-related issues experience.
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Our
Research and Development Activities
Our
research and development activities continue to be focused primarily on exploring several formulations containing active compounds
from the cannabis plant, including but not limited to the cannabinoids cannabidiol (“CBD”) and cannabinoids tetrahydrocannabinol
(“THC”), and identifying potential therapeutic applications of based on the synergistic effects of these active compounds.
The synergistic contributions of our formulations have not been scientifically researched and demonstrated and is currently being
investigated in a preclinical model concerning our topical ointment formulation. We aim to standardize the formulations across
the extracts as a whole, not simply by reference to their key active components (CBD and/or THC). In addition, we are developing
unique delivery systems for our pharmaceutical grade products.
Our
goal is to become a leader in the research and development of cannabis-based medical drugs and treatments. Since 2014, our focus
has been on researching and developing cannabis-based formulations for the treatment of multiple myeloma, psoriasis, PTSD, chronic
pain and fibromyalgia, as well as developing a cannabis soluble tablet delivery system. We believe a significant need remains
for novel oral and safe drugs for patients who do not respond to existing therapies or for whom these therapies are unsuitable.
Our research and development is focused primarily on exploring several formulations containing active compounds from the cannabis
plant, including, but not limited to, the CBD and THC, and identifying potential therapeutic applications of synergistic effects
of these active compounds. The synergistic contributions of our formulations have not yet been fully-researched and scientifically
demonstrated and that is the purpose of the studies and trials we have been conducting in collaboration with major Israeli health
institutions, which is discussed more fully below.
We
aim to standardize the formulations of our Cannabis-Based Medical Products across the extracts as a whole, not simply by reference
to their key active components (CBD and/or THC). Although there are existing reports and studies on CBD and THC, our formulations
upon completion are expected to possibly contain several additional active compounds from the cannabis plant that have not been
as well studied to date by others. Our formulations must be fully-researched and documented in order to verify their efficacy
at treating indications, appropriate dosage levels and appropriate methods of administration. We believe we will continue to experience
promising results through our research and development activities and intend to produce pharmaceutical-grade cannabinoid-based
products and treatments, which are standardized in composition, formulation and dose, administered by means of an appropriate
and efficient delivery system, and tested in properly controlled pre-clinical and clinical studies. During the years ended December
31, 2018 and 2017, we spent $712,000 and $441,000 on research and development, respectively.
Our
research is led by internationally renowned investigators at the facilities of leading Israeli hospitals and scientific institutions.
Dr. Yehuda Baruch, our Chief Medical and Regulatory Affairs Officer, Dr. Oron Yacoby Zeevi, our Chief Science Officer, and Alon
Sinai, our Chief Operating Officer, will monitor our studies. Our team of specialists also includes Dr. Yuval Ramot (psoriasis
specialist), Ms. Miri Sani, our regulatory adviser, Dr. Sharon Rozenblat, and Dan Segal (intellectual property advisor), Dr. Sharon
Rozenblat one of our Senior Science Advisors to our Scientific Advisory Board. We will adhere to all applicable legislation, rules
and guidelines regarding our studies and investigations.
We
acquire the cannabis needed for our research activities from G.K. Medical Cannabis Ltd, Canndoc Ltd, Seach Ltd or IMC Medical
Cannabis Ltd, all government-licensed Israeli medical cannabis growers.
Our
Studies and Trials
To
date, we have entered into separate research collaboration and license agreements (each a “Sheba Agreement,” and together,
the “Sheba Agreements”) as well as service agreements with Sheba, with respect to two potential indications. Sheba
is a university-affiliated hospital that serves as Israel’s national medical center and is one of the leading integrated
medical centers in the Middle East. Within the framework of our research and collaboration agreements with Sheba, we have initiated
two studies at the Sheba facilities to explore the effect of two formulations, each based on active ingredients in the cannabis
extracts, on multiple myeloma and psoriasis.
Our
Clinical Trial on Psoriasis
Under
the Sheba Agreement relating to the clinical trial of certain treatments of psoriasis (the “Psoriasis Research Agreement”),
Sheba performed a Phase I, placebo controlled, maximal dose trial (the “Psoriasis Trial”) to determine the safety
and tolerability of topical ointment containing medical grade cannabis (“MGC” or the “Topical Ointment”)
in healthy volunteers, employing the services of Professor Aviv Barzilai, Director of the Department of Dermatology at Chaim Sheba
Medical Center, to lead the Psoriasis Trial (the “Investigator”). The Psoriasis Trial was conducted in compliance
with a number of protocols, instructions and guidelines outlined in the Psoriasis Research Agreement, including, but not limited
to the following: Israeli Ministry of Health guidelines, instructions and terms identified by the Helsinki Committee in their
approval of the Psoriasis Trial, the Central Israeli IRB; and the applicable laws, rules and regulations regulating such trials
which are applicable in Israel.
On
February 1, 2017, following the encouraging pre-clinical results that we achieved at the mid-point of the psoriasis-related study
conducted by us with the Dead Sea and Arava Science Center (“Dead Sea”), we were determined to extend the size and
scope of the study for the purpose, among other parameters, of checking the biological markers to extend the size and scope of
the study for the purpose, among other parameters, of checking the biological markers that have been generated to date with respect
to the treatment of psoriasis (proliferation/inhibition and several interleukins) which was conducted by such institute. Such
trial results concluded that application of our unique active cannabinoid-based Topical Ointment formulation, indicated foremost
improvement in a variety of inflammation markers directly associated with Psoriasis and inhibition of proliferation.
On
March 20, 2017, we announced the promising preliminary results from the pre-clinical efficacy testing of our Topical Ointment,
reporting significant reduction of several inflammation markers specific to psoriasis. We anticipated that the Topical Ointment
will be market-ready during the second fiscal quarter of 2018 and, subject to regulatory approvals from applicable jurisdictions
and the Psoriasis Study completion, the Topical Ointment should be available for use by those who suffer from psoriasis in the
near term. We expect to complete the Phase I study for the Topical Ointment in the near term and to start looking for strategic
partners in different countries upon completion.
On
April 5, 2017, we announced that as a result of the promising preliminary results from the pre-clinical efficacy testing of our
Topical Ointment, reporting significant reduction of several inflammation markers specific to psoriasis, we have received expressions
of scientific and medical interest, world-wide, for our Topical Ointment. We expanded the size and scope of our clinical trials
and, as previously announced, anticipated that subject to pending regulatory approvals from applicable jurisdictions, our Topical
Ointment could be available for use by those who suffer from psoriasis in the near term.
On
June 28, 2018, we announced the successful completion of the first part of our Psoriasis Trial to determine the safety and tolerability
of the Topical Ointment in healthy volunteers. The completed part of our Psoriasis Trial consisted of application of escalating
doses of the Topical Ointment to healthy volunteers and was successfully completed with no adverse effects. After the completion
of the second part of our Psoriasis trial, we plan to initiate a Phase II Trial to demonstrate the efficacy of the Topical Ointment
in treating mild to moderate psoriasis and other inflammatory skin diseases.
Pursuant
to the Psoriasis Research Agreement, we were obliged to pay Sheba $170,000 throughout 2017 and 2018 for conducting the Psoriasis
Trial. As of December 31, 2018, we have paid Sheba $129,000.
On
January 29, 2019 we reported positive Phase 1 safety data for our medical grade cannabis MGC ointment for the treatment of skin
diseases. No severe adverse events were observed in the trial.
This
Phase 1 Psoriasis Trial was a single center, prospective, placebo-controlled, trial to assess the safety and tolerability of topical
MGC ointment (3% CBD, 3% THC) in healthy subjects. The Psoriasis Trial was conducted at Sheba between September 2017 when the
first subject entered the Psoriasis Trial and January 2019 when the last subjected completed the Psoriasis Trial.
The
Psoriasis Trial was divided into two stages:
Stage
I was designed to evaluate the safety and tolerability following a single dose application of MGC ointment in 26 healthy volunteers.
Subjects were hospitalized and monitored for 24 hours. Stage 2 was designed to assess the safety and tolerability of repeated
applications of MGC topical ointment in healthy volunteers over a six week period. A total of 20 healthy subjects (13 subjects
that participated in stage I and 7 newly recruited subjects) participated in this stage. MGC ointment treatment was applied by
the subjects themselves, at home, twice daily. Subjects were asked to apply MGC ointment (daily dose of 30 mg CBD: 30 mg THC)
on one arm and a placebo ointment (vehicle only) on the other arm. Investigators were blinded as to the type of treatment that
was applied to each arm.
We
expect to initiate a Phase 2 trial of MGC ointment for the treatment of psoriasis during the fourth quarter of 2019.
Our
Study on Multiple Myeloma
Under
the Sheba Agreement relating to the multiple Myeloma (the “Multiple Myeloma Service Agreement”), we have conducted
pre-clinical studies in known (commercial) cell lines and cell cultures from known patients and their response to treatment with
various cannabis extracts (different ratios of THC/CBD) and their therapeutic response with and without various known drugs used
to treat multiple myeloma patients (the “Multiple Myeloma Study”).
Dr.
Merav Leiba, Former Head of Multiple Myeloma Outpatient Clinic and Multiple Myeloma Research Lab at Sheba’s Hematology Institute,
led the in vitro tests on multiple myeloma. Dr. Leiba, a specialist in Internal Medicine and Hematology, was a postdoctoral fellow
at the Jerome Lipper Multiple Myeloma Center at Dana Farber Cancer Institute, Boston, Massachusetts. Dr. Leiba has participated
in numerous clinical and investigational studies aimed at developing novel drugs for multiple myeloma.
Our
test results on multiple myeloma cells studied in vitro, led us to proceed with further pre-clinical studies of our formulation
on cell cultures taken from patients, to assess the scientific merit for further development as an investigational new drug. While
we are encouraged by the results of the limited in vitro tests, there can be no assurance that any clinical trial will result
in commercially viable products or treatments.
We
intend to continue our testing and study of our cannabinoid-based therapies on the treatment of multiple myeloma.
The
next phase of the Multiple Myeloma Study, which is based upon the promising results of our earlier in-vitro studies of our unique
formula of cannabinoid-based therapies targeting cells, is to investigate the doses and diverse delivery systems to best determine
the most effective dosages for the future planned phases of the Multiple Myeloma Study on human patients, pending receipt of regulatory
approvals. We completed a preclinical phase of the Multiple Myeloma Study during the third fiscal quarter of 2017. The next steps
of the Multiple Myeloma Study are subject to sufficient capital or additional funding.
The
Multiple Myeloma Study was designed to pursue and secure orphan designation status from the United States Food and Drug Administration
(the “FDA”) and will hopefully open ways to improve the quality of life of multiple myeloma patients while at the
same time potentially enhance response to various multiple myeloma treatment regimes.
On
October 22, 2018, we announced that our newly developed, highly concentrated, delivery formulation, OWC-1808, was administered
in vivo in an animal model for the first time and was found to be safe and tolerable. This formulation will allow the delivery
of very high doses of CBD and THC with exceptional bioavailability. The continued development and testing of this formulation
will be directed initially at OWC’s ongoing program for treating Multiple Myeloma.
Pursuant
to the Multiple Myeloma Service Agreement, we were expected to pay Sheba $170,000 for conducting the Multiple Myeloma Study between
the third quarter of 2015 and the second quarter of 2016. As of December 31, 2018, we have paid Sheba $66,000.
Our
Clinical Trial of a Cannabis Soluble Tablet Delivery System
On
December 20, 2017, we announced that we received a new permit from the Israel Medical Cannabis Agency (the “IMCA”)
to proceed with the safety clinical trial of our cannabis soluble tablet delivery system (the “Tablet Trial”). The
Tablet Trial protocol has been submitted and approved by the IRB at Tel Aviv Sourasky Medical Center (“Sourasky”).
On March 28, 2018, we received the approval by the central IRB to conduct the safety Tablet Trial of our cannabis soluble tablet
delivery system.
On
June 13, 2018 we announced the completion of the pre-clinical development of our next generation, orally-disintegrating tablet
containing cannabis extract with specific amounts of the cannabinoids THC and CBD. The tablet is targeted at different indications
and will be available in various ratios of THC to CBD and various doses of active ingredients.
The
tablet will be indicated as a substitute for patients being treated with medical cannabis by smoking. Key indications will include
chronic pain syndromes and Fibromyalgia,
inter alia
. Key advantages of this delivery form over smoking medical cannabis
are metered and controlled dosage, fast and effective absorption (disintegration time of the tablet is less than 2 minutes) and
ease of use with no hazardous smoke inhalation or adverse environmental effects or issues of passive smoking. The ability to manufacture
a tablet under strict quality control and quality assurance standards is intrinsic to this dosage form and to the establishment
of strict clinical standards.
In
January 2019, we entered into a clinical trial agreement (the “Clinical Trial Agreement”) with the Sourasky Medical
Center Fund (the “Fund”) in Tel Aviv for performing a single-dose, randomized, crossover Tablet Trial to compare the
safety, tolerability and pharmacokinetics of OWC’s Medical Grade Cannabis - Orally Disintegrating Tablets (MGC-ODT) with
Buccal Sativex®, in healthy adult volunteers. This Clinical Trial Agreement is between One World Cannabis Ltd. and The Medical,
Infrastructure and Health Services Fund of the Tel Aviv Medical Center, Israel, and Prof. Jacob Ablin M.D. as the Principal Investigator.
Clinical
Trials
Clinical
trials are expensive, time consuming and difficult to design and implement. We, as well as the regulatory authorities in Israel
and elsewhere, such as an IRB committee), the IMCA, or the FDA, may suspend, delay or terminate our clinical trials at any time,
may require us, for various reasons, to conduct additional clinical trials, or may require a particular clinical trial to continue
for a longer duration than originally planned, including, among others:
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lack
of effectiveness of any formulation or delivery system during clinical trials;
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discovery
of serious or unexpected toxicities or side effects experienced by trial participants or other safety issues;
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slower
than expected rates of subject recruitment and enrollment rates in clinical trials;
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delays
or inability in manufacturing or obtaining sufficient quantities of materials for use in clinical trials due to regulatory
and manufacturing constraints;
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delays
in obtaining regulatory authorization to commence a trial, including IRB approvals, licenses required for obtaining and using
cannabis for research, either before or after a trial is commenced;
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unfavorable
results from ongoing pre-clinical studies and clinical trials.
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patients
or investigators failing to comply with study protocols;
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patients
failing to return for post-treatment follow-up at the expected rate;
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sites
participating in an ongoing clinical study withdraw, requiring us to engage new sites;
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third-party
clinical investigators decline to participate in our clinical studies, do not perform the clinical studies on the anticipated
schedule, or act in ways inconsistent with the established investigator agreement, clinical study protocol, good clinical
practices, and other IRB requirements;
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third-party
entities do not perform data collection and analysis in a timely or accurate manner or at all;
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regulatory
inspections of our clinical studies require us to undertake corrective action or suspend or terminate our clinical studies;
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Any
of the foregoing could have a material adverse effect on our business, results of operations and financial condition.
At
present, we use our available working capital to fund these studies and trials. However, we expect that we will need to raise
additional funding prior to or when our clinical studies are commenced.
Status
of Our Research and Development Activities
The
following table summarizes the stages of development for each of our current Cannabis-Based Medical Products:
Target
Indication
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Collaborator
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Status
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Multiple
Myeloma
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Sheba
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1.
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Entered
into a service agreement for in vitro and in vivo studies.
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2.
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Completed
initial in vitro studies.
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3.
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Drafted
a clinical trial protocol synopsis to assist in preparing an application for orphan drug status designation.
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PharmaSeed/Science
in Action
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1.
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Three
Preclinical Studies, A MTD study with our 1808 delivery formulation was found safe and tolerable
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Psoriasis
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Sheba
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1.
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Entered
into the Research Agreement.
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2.
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Received
IRB approval for the phase I safety study.
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3.
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Phase
I safety study has started
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Kaplan
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1.
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Filed
request for an Efficacy clinical trial
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Psoriasis
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Emilia
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1.
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Entered
into a nonbinding Memorandum of Understanding for the development, manufacture and marketing of the Psoriasis Ointment.
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2.
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Completed
the development of the Psoriasis Ointment in the first fiscal quarter of 2016.
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3.
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Entered
into the License Agreement, Emilia granted a limited license to us with respect to Emilia’s licensed intellectual property
to be developed and commercialized worldwide in the topical treatment of psoriasis in humans with ours and the Emilia Product.
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Fibromyalgia
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1.
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Drafted
a clinical trial protocol synopsis.
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Cannabis
soluble tablet for smoking substitution
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PharmItBe.
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1.
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2
nd
generation tablet development manufacturing of tablets for Phase I clinical trial (PK and safety) and stability research
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Sourasky
Medical Center
|
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1.
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Clinical
trial initiated in Q1 2019. Results expected in the third quarter of 2019
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Cannabis
soluble tablet for the treatment of low back pain
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Sourasky
Medical Center
|
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1.
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Received
an IMCA preliminary approval for an efficacy on LBP patients.
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2.
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In
process for potential IRB approval
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Our
Consulting Services
We
believe that the complexity of medical cannabis programs has created a demand for consulting and advisory services in different
areas of the medical cannabis industry. Our services are designed to help government officials, policy-makers and regulatory agencies
develop and implement tailor-made comprehensive medical cannabis programs. In addition, we offer medical cannabis regulatory compliance
services and patient-care consultancy services.
Our
initial activities to secure consulting contracts will be in member states of the European Union and states of the United States
that allow for public medical cannabis programs in compliance with applicable laws.
Our
management has the expertise in designing training programs for physicians, caregivers, and researches that are essential to the
establishment of a successful, patient-focused medical cannabis program. By working with policy-makers, government officials,
public agencies, and privately-owned businesses, we believe we can also raise the public’s awareness of the benefits of
cannabis-based treatments and products.
We
have not yet commenced any significant activities related to our third-party consulting services.
Market
Opportunity
Psoriasis
Psoriasis
is manifested by scaly plaques on the skin. In its most severe form, the disease has a major effect on the physical and emotional
well-being of the patients. Topical agents are typically used for mild cases of the disease, phototherapy for moderate cases,
and systemic agents for severe cases. For moderate to severe cases, systemic biologic drugs, delivered via IV, have dominated
the market. According to the National Psoriasis Foundation, common side effects of biologics include respiratory infections, flu-like
symptoms, and injection site reactions, while rare side effects include serious nervous system disorders, such as multiple sclerosis,
seizures, or inflammation of the nerves of the eyes, blood disorders, and certain types of cancer.
Current
common treatments for psoriasis include topical and systemic drugs, steroids, immunosuppressive drugs such as Cyclosporine A (by
Novartis) or methotrexate and biological drugs such as Enbrel (by Amgen), Amevive (by Biogen, whose patent expired in 2013) and
Ustakinumabn (by Janssen Immunology).
According
to the American Academy of Dermatology, psoriasis affects about 3% of the world’s population and 7.5 million people in the
United States. According to Global Data plc, the psoriasis treatment market was worth $8 billion as of 2018 and is forecast to
grow at a compound annual growth rate of 7.26% until 2024. In addition, according to 2014 edition of the Marijuana Business Factbook,
U.S. retail sales of medical cannabis are expected to rise significantly over the next five years from an estimated $2.2 billion
in 2014 to $8.2 billion in 2018. We believe that cannabis-based formulations have the potential to effectively treat multiple
myeloma, psoriasis, PTSD, chronic pain and fibromyalgia.
Multiple
Myeloma
Multiple
myeloma is a hematological (blood) cancer that develops in the plasma cells found in bone marrow. Plasma cells are a type of white
blood cell responsible for producing antibodies (immunoglobulins) which are critical for maintaining the body’s immune system.
Through a complex, multi-step process, healthy plasma cells transform into malignant myeloma cells. Myeloma cells result in the
production of abnormal antibodies, or M proteins. The M proteins offer no benefit to the body, and as the amount of M protein
increases, it crowds out normally functioning immunoglobulins. This ultimately causes multiple myeloma symptoms such as bone damage
or kidney problems. Multiple myeloma is considered to be incurable but treatable. Remissions may be induced with steroids, chemotherapy,
proteasome inhibitors, immunomodulatory drugs such as thalidomide or lenalidomide, and stem cell transplants. Radiation therapy
is sometimes used to reduce pain from bone lesions. According to the American Cancer Society, in the United States the lifetime
risk of getting multiple myeloma is 1 in 143 and it is estimated that 30,330 new cases will be diagnosed in 2016.
Fibromyalgia
Fibromyalgia
is a chronic health problem that causes pain throughout the body and other symptoms such as fatigue and cognitive (memory or thought)
problems. According to the National Fibromyalgia Association the disorder affects an estimated ten million people in the United
States and an estimated 3 to 6% of the world population. There is no known cure and a variety of prescription medications are
often used to reduce pain levels and improve sleep. On June 21, 2007, the FDA approved Lyrica (pregabalin) as the first drug to
treat fibromyalgia. Cymbalta (duloxetine HCl) was approved in June 2008 and Savella (milnacipranHCl) was approved in January 2009,
both of which are now generic formulations no longer under patent protection.
Controlled
substance legislation differs between countries (and jurisdictions within those countries) and legislation in certain countries
may restrict or limit our ability to distribute or sell our products. We believe that the United States will represent a major
market for our Cannabis-Based Medical Products due, in large part, to state level legislation allowing comprehensive public medical
cannabis programs. A total of 28 states, the District of Columbia and Guam now allow for comprehensive public medical cannabis
programs. Recently approved efforts in 16 states allow use of “low THC, high CBD” products for medical reasons in
limited situations.
In
Europe, medical cannabis programs regulatory frameworks exist in several countries, such as the Netherlands, Italy, Germany, Finland
and the Czech Republic. It can also be expected that there will be policy changes in the member countries of the European Union
concerning the medical use of cannabis and cannabis-based products. We believe that there will be rising demand for cannabis derived
medical products and that future growth is expected to be driven by favorable changes in legislation and demographic factors.
Low
Back Pain
Low
back pain (LBP) is a significant world-wide complaint that consumes considerable healthcare resources and heavily impacts quality
of life for many. In the 2016 report of the health and status of the nation, Health, the U.S. Center for Disease Control and Prevention
reports that over 29% of adults suffer from non-fleeting low-back pain. Although prognosis is good for acute back pain in primary
care, recurrence is common and 10% of patients develop chronic pain (longer than three months) resulting in higher healthcare
and disability compensation costs. Suggested treatment starts with less-invasive, less-expensive therapies, such as OTC NSAIDS
followed by stronger long-term oral opioids and when these fail invasive treatments are suggested and finally neuro-destructive
procedures. However, NSAIDS provide only a small improvement compared to placebo in chronic LBP and opioids seem to have short
term analgesic efficacy, but benefits for function and long term effectiveness are less clear. In light of the high incidence
of side effects of opioids and the irreversibility and risk of the invasive solutions, Cannabis represents an additional, relatively
safe and cheap, option. Indeed, recent studies have shown that cannabis reduces pain and improves sleep in several medical conditions.
The
Global Chronic Low Back Pain Market alone is relied upon to achieve an estimation of US$ 9.19 billion by 2025, developing at a
rate of 5.1% amid the forecast time frame of 2017-2025.
Certain
Other Material Agreements
Research
Agreement with the Chaim Sheba Medical Center
On
December 29, 2016, we entered into a clinical research agreement (the “Clinical Research Agreement”) with the Fund.
Pursuant
to the Clinical Research Agreement, the Fund shall perform a Phase I, placebo controlled, maximal dose clinical trial (the “Psoriasis
Trial”) to determine the safety, tolerability of topical ointment containing Medical Grade Cannabis (“MGC” or
the “Drug Trial”) in healthy volunteers, employing the services of Dr. Aviv Barzilay, Director of the Department of
Dermatology at Chaim Sheba Medical Center, to lead the Trial (the “Investigator”). The Trial shall be conducted in
compliance with the following, as defined in the Clinical Research Agreement: (1) the Protocol; (2) the Ministry Guidelines; (3)
the instructions and terms specified in the Helsinki Committee’s approval; (4) the ICH-GCP; (5) the Helsinki Declarations;
(6) the applicable laws, rules and regulations regulating such trials which are applicable in Israel (the “Applicable Laws”);
and (7) written instructions and prescriptions issued by us and governing the administration of the Psoriasis Trial.
We
have undertaken to pay the Fund the amounts specified in the payment schedule set forth in the Research Agreement.
On
February 1, 2017, following encouraging results that have been achieved at the mid-point of the Psoriasis Trial conducted by us
with an Israeli research institute, our Board of Directors and our management and scientific personnel have determined to extend
the size and scope of the Psoriasis Trial for the purpose of, among other things, checking the biological markers that have been
generated to date with respect to the treatment of psoriasis (proliferation/inhibition and several interleukins).
On
March 20, 2017, we announced the promising preliminary results from the pre-clinical efficacy testing of our cannabinoid-based
topical ointment for treating psoriasis, reporting significant reduction of several inflammation markers specific to psoriasis.
We anticipated that the topical ointment will be market-ready during the second fiscal quarter of 2017 and, subject to regulatory
approvals from applicable jurisdictions and the Psoriasis Trial completion, the topical ointment should be available for use by
those who suffer from psoriasis in the near term. We expected to complete the Phase I Psoriasis Trial for our topical ointment
during the next three to six months and start looking for strategic partners in different countries.
On
April 5, 2017, we announced that as a result of the promising preliminary results from the preclinical efficacy testing of its
cannabinoid-based topical ointment for treating psoriasis, reporting significant reduction of several inflammation markers specific
to psoriasis, we have received expressions of scientific and medical interest, world-wide, for our cannabinoid-based topical ointment
for treating psoriasis. We have expanded the size and scope of our clinical trials and, as previously announced, anticipate that
subject to pending regulatory approvals from applicable jurisdictions, the topical ointment should be available for use by those
who suffer from psoriasis in the near term.
License
Agreement with Emilia Cosmetics Ltd.
On
August 6, 2015, OWC signed a Memorandum of Understanding with Emilia Cosmetics Ltd. (“Emilia”), a large Israeli private
label manufacturer which operates in the field of development, production, manufacturing and packaging of health and beauty products
including for treatment of human skin disease, for the development, manufacture and marketing of a cannabinoid-based topical ointment
to treat psoriasis.
On
November 27, 2016, we entered into a license agreement (the “Emilia License Agreement”) with Emilia, a leading company
in the field of development, production, manufacturing and packaging of health and beauty products for treatment of human skin
disease.
Prior
to entering into the Emilia License Agreement, we and Emilia (the “Parties”) conducted a “Development and Evaluation
Program” (as defined in the Emilia License Agreement) for the development of a specific skin care treatment product, which
combined Emilia’s formulation with certain medical cannabis extract provided by us for the topical treatment of psoriasis.
Pursuant
to the Emilia License Agreement, Emilia granted us a limited license with respect to Emilia’s formulation (the “Emilia
Intellectual Property”) for the development and commercialization worldwide of a product designed for the topical treatment
of psoriasis in humans with our product and upon the successful achievement of the trial, Emilia agreed to grant us an exclusive,
worldwide, transferable, royalty-bearing license, with the right to grant sublicenses, to use, sell and commercially exploit the
Emilia Intellectual Property (the “Emilia License”) in connection with the Topical Ointment or such other product.
In consideration for the Emilia License, from and after the first commercial sales of our product, we shall pay to Emilia a royalty
at the rate of ten percent (10%) of net sales of the Topical Ointment or such other product during a ten-year term beginning upon
the first commercial sale. In the event the sale of the Topical Ointment or such other product during the royalty term reaches
the minimum sales targets as set forth in the Emilia License Agreement, the royalty term will extend for an additional five (5)
year term. The trial was completed in May 2016 and as a result we became the exclusive licensee of the Emilia Intellectual Property.
Agreements
with Medmar LLC
On
October 11, 2015, we entered into a memorandum of understanding with Medmar LLC (“Medmar”) for the purpose of granting
an exclusive, non-transferable, royalty-bearing license, to manufacture, produce, publicize, promote and market certain licensed
products described therein in the States of Hawaii and Pennsylvania. Pursuant to which, Medmar paid us $50,000.
On
February 8, 2016, we entered into a right of first refusal agreement with Medmar II LLC, an affiliate of Medmar, granting Medmar
certain rights in connection with the commercialization of certain of our Cannabis-Based Medical Products in other states in the
United States. Under the right of first refusal agreement, Medmar paid us $50,000.
On
March 17, 2016, we entered into a consulting and license agreement (the “Medmar Consulting and License Agreement”)
with Medmar pursuant to which we granted to Medmar an exclusive, non-transferable, royalty-bearing license, to manufacture, produce,
publicize, promote and market certain of our products described therein in the State of Maryland. Pursuant to the Medmar Consulting
and License Agreement, Medmar was required to pay us royalties at a rate of 20% of net sales until the termination of the agreement.
The Medmar Consulting and License Agreement was terminated pursuant to the Medmar Loan Agreement (as defined below).
On
September 28, 2016, we entered into a non-recourse loan agreement with Medmar (the “Medmar Loan Agreement”) pursuant
to which Medmar agreed to loan us a total of $300,000 (the “Loan”), in installments of $50,000, on a non-interest-bearing
basis with no conversion rights. The loan, which permitted prepayment at any time, was due 36 months from the date of the loan
and the obligation to repay was only triggered after accounting for the set-off of royalties payable to us by Medmar under the
Medmar Consulting and License Agreement, if and only to the extent Medmar is required to pay any royalties to us under the Medmar
Consulting and License Agreement. To the extent that the royalties payable to us under the Medmar Consulting and License Agreement
were insufficient to repay the loan, Medmar had agreed to waive any repayment rights and/or any claim for any such deficiency.
Loan installments of $250,000 were made to us prior December 31, 2016 and the last installment of $50,000 was funded in February
2017.
Under
the terms of the Medmar Loan Agreement, Medmar received the exclusive right to manufacture, produce, publicize, promote and market
certain of our Cannabis-Based Medical Products (as described in the Medmar Consulting and Licensing Agreement) in any state in
the United States (the “Medmar Exclusivity Rights”), subject to a new license agreement that was to be negotiated
and signed between us and Medmar. Medmar’s rights under the Loan Agreement were to expire on September 28, 2019.
On
April 21, 2017, we provided written notice to Medmar of our determination to prepay the Loan in the aggregate principal amount
of $300,000. Pursuant to the terms of the Medmar Loan Agreement, and based upon the full repayment of the non-recourse, non-interest
bearing and non-convertible loan, we exercised our absolute right to terminate the Medmar Exclusivity Rights.
Agreement
with Mediq Innovation Partners
On
May 31, 2017, we entered into an agreement with Mediq Innovation Partners (“Mediq”), a German-based company with extensive
experience, knowledge and a successful track record of enabling Israel-based companies to penetrate the European markets. We engaged
Mediq to consult in the marketing our products and conduct research in Germany. Mediq prepared for us a “road map”
to guide us in our penetration into the European Union market.
Our
Agreement with PharmItBe Ltd.
On
August 1, 2017 we entered into a service agreement with PharmItBe Ltd (“PharmItBe”) for the development of the second
generation of our cannabis soluble tablet delivery system and preparation of the tablet for clinical trials. The development cost
amounted to approximately $134,000.
On
June 13, 2018, we announced that we completed the development of the second generation of our orally-disintegrating tablet. The
production of the cannabis soluble tablet for the purpose of clinical trials was completed during the fourth quarter of 2018.
Marketing
and Sales
We
do not currently have any marketing or sales capabilities. We intend to license to, or enter into strategic alliances with, larger
companies in the pharmaceutical business, which are equipped to market and/or sell our products, if any, through their well-developed
marketing capabilities and distribution networks. We intend to out-license some or all our patent rights to more than one party
to achieve the fullest development, marketing and distribution of any products we develop.
Intellectual
Property
Our
success depends in significant part on our ability to protect the proprietary nature of our Cannabis-Based Medical Products, technology
and know-how, ability to operate without infringing on the proprietary rights of others, and to defend challenges and oppositions
from others regarding our proprietary rights and to prevent others from infringing on our proprietary rights, including our provisional
patents described below. We have not acquired any intellectual property from Dr. Baruch, our Chief Medical and Regulatory Affairs
Officer, or Mr. Sinai, our Chief Operating Officer. Rather, they have brought to us their expertise in matters related to medical
cannabis, which is based upon their experience in the medical field as well as Dr. Baruch’s prior service leading the Medical
Cannabis Unit of the Israeli Ministry of Health.
We
plan to continue to seek patent protection in the United States and other countries for our proprietary technologies. To date,
our intellectual property portfolio comprises 6 patent families and includes 28 filings in selected domains at various stages
from Patent Cooperation Treaty (“PCT”) filings, National Phase filings and Continuations in Part (“CIP”).
Two of the patent families are in the field of multiple myeloma and the other families are in the fields of pharmaceutical emulsions,
fibromyalgia, migraine, sexual function and skin disorders. These filings encompass pharmaceutical compositions and devices in
these fields.
The
National Phase is the second of the two main phases of the PCT procedure. It follows the international phase and consists in the
processing of the international application before each office of or acting for a contracting state of the PCT that has been designated
in the international application. Assuming the successful completion of the clinical trials, of which there can be no assurance,
we believe that we will be able to retain the intellectual property rights and secure patent protection for our proprietary developments.
While
we retain full ownership on our intellectual property rights that we conceived the Psoriasis Research Agreement with Sheba provides
that all intellectual property that is conceived during the course of the research is to be jointly owned by Sheba and us.
On
November 8, 201
7
, we were granted a Certificate of Patent, #2015101908 (the “Innovation Patent”) from the Commissioner
of Patents, Commonwealth of Australia, for our Topical Ointment for the treatment of skin disorders. Pre-clinical results of our
Topical Ointment strongly indicate that it may lower various inflammatory markers by up to 70% and inhibit Keratocytes proliferation,
a manifestation of various skin disorders, especially psoriasis. A human safety study for our Topical Ointment is currently ongoing.
We believe that the Innovation Patent granted in Australia, valid for a term of 8 years, should be followed by additional patent
grants in other jurisdictions and should afford us protection and competitive advantage, subsequent to efficacy trials to be performed
in 2018, to manufacture, distribute and sell our Cannabis-Based Medical Products wherever there exists a lawful market for medical
cannabis products and treatments.
We
anticipate that we will file additional patent applications in conjunction with our research, testing, and development of our
Cannabis-Based Medical Products.
Our
policy is to seek patent protection for the technology, inventions and improvements that we consider important to the development
of our business, but only in those cases where we believe that the costs of obtaining patent protection is justified by the commercial
potential of the technology, invention or improvement, and typically only in those jurisdictions that we believe present significant
commercial opportunities.
To
date, our intellectual property portfolio comprises 6 patent families and includes 28filings in selected domains at various stages
from the Patent Cooperation Treaty (“PCT”) filings, National Phase filings and Continuations in Part (CIP). Two of
the patent families are in the field of Multiple Myeloma and the other families are in the fields of pharmaceutical emulsions,
fibromyalgia, migraine and skin disorders. These filings encompass pharmaceutical compositions and devices in these fields.
The
national phase is the second of the two main phases of the PCT procedure. It follows the international phase and consists in the
processing of the international application before each office of or acting for a contracting state of the PCT that has been designated
in the international application. Assuming the successful completion of the clinical trials, of which there can be no assurance,
we believe that we will be able to retain the intellectual property rights and secure patent protection for our proprietary developments.
Competition
We
face competition from larger companies that are, or may be, in the process of offering similar products to ours. Many of our current
and potential competitors have longer operating histories, significantly greater financial, marketing and other resources than
we have or may be expected to have.
Competitors
may include major pharmaceutical and biotechnology companies and public and private research institutions. Our management cannot
be certain that we will be able to compete against current or future competitors or that competitive pressure will not seriously
harm our business prospects. These competitors may be able to react to market changes, respond more rapidly to new regulations
or allocate greater resources to the development and promotion of their products than we can.
Furthermore,
some of these competitors may make acquisitions or establish collaborative relationships among themselves to increase their ability
to rapidly gain market share. Large pharmaceutical companies may eventually enter the market.
Given
the rapid changes affecting the global, national, and regional economies in general and cannabis-related medical research and
development in particular, we may not be able to create and maintain a competitive advantage in the marketplace. Time-to-market
is an important factor in our industry and our success will depend on our ability to develop innovative products that will be
accepted by patients as efficient and helpful to use.
Our
success will also depend on our ability to respond quickly to, among other things, changes in the economy, market conditions,
and competitive pressures. Any failure to anticipate or respond adequately to such changes could have a material effect on our
financial condition, operating results, liquidity, cash flow and our operational performance.
There
can be given no assurance that any of our Cannabis-Based Medical Products will obtain regulatory approval in the United States
or in other markets that we currently intend to market such products.
Employees
We
presently have 3 full-time employees. Our Chief Executive Officer is employed under a service agreement with us. Our officers
are expected to dedicate approximately 60% of their professional time to our business until such time that we receive regulatory
approval of any Cannabis-Based Medical Products. Our subsidiary currently has six employees and conducts our medical research
through collaboration agreements with third parties.
Properties
In
November 2017 we signed a two-year rental agreement with a landlord for our principle office located in 2 Ben Gurion St. Ramat
Gan, Israel 5257334, our telephone number is +972 (72)-260-8004. The rental agreement includes an option for one additional year.
The monthly rental fees are approximately $4,000 for 200 square meters of office space and six parking slots. During the option
period the monthly rental fees shall increase by approximately 7%
We
believe that this space is adequate for our current and immediately foreseeable operating needs.
Legal
Proceedings
On
November 22, 2017, Mr. Ziv Turner, our subsidiary’s former General Manager (the “Plaintiff”) filed a claim (the
“Claim”) with the Tel Aviv Regional Court of Labor against us, our subsidiary and our CEO. The Plaintiff alleged the
right to receive Company’s 4,125,000 shares of the Company’s Common Stock in connection with options granted to him
in 2016 and a cash compensation of approximately $180,000 for breach of rights and damages. On January 23, 2018, we filed a statement
of defense rejecting all of the Plaintiffs claims. On December 6, 2018, we reached an agreement with the Plaintiff. Pursuant to
the agreement, we shall issue to the Plaintiff, subject to receiving a withholding tax certificate, a number of shares of our
Common Stock at an aggregate value of $725,000 on the issuance date. The price per share will be determined based on the price
per share on the date we receive the withholding tax certificate from the Plaintiff. The Common Stock will not be registered under
the Securities Act of 1933, as amended (the “Securities Act”) and will be issued pursuant to an exemption from registration
requirements under Section 4(a)(2) of the Securities Act. In addition, we shall provide the Plaintiff price protection for a 6
month period should the value of the Common Stock issued to him fall below $725,000. In such case we will issue the Plaintiff
additional Common Stock to get the aggregate value back to $725,000. We and the Plaintiff mutually agreed to dismiss all claims
other than our claims against the Plaintiff in the United States.
On
November 27, 2018, the Tel Aviv regional Prosecutor’s Service filed criminal charges against Dr. Yehuda Baruch, our Chief
Medical and Regulatory Affairs Officer, alleging that Dr. Baruch engaged in 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. We evaluate the proposed response, if any, considering
the allegations brought against Dr. Baruch.
From
time to time, we may become involved in various lawsuits and legal proceedings, which arise, in the ordinary course of business.
We are currently not aware of any other legal proceedings or claims that we believe will have a material adverse effect on our
business, financial condition or operating results.
Government
Laws and Regulations Relating to the Cannabis Industry
Israel
To
date, our research and development activities have been conducted in and limited to Israel. The cannabis-based products we are
developing contain controlled substance (cannabis) as defined in the Israeli Dangerous Drugs Ordinance New Version, 5733 - 1973.
In Israel, licenses to cultivate, possess and to use cannabis for medical research are granted by the Ministry of Health, IMCA
- Israel Medical Cannabis Agency, on an ad-hoc basis. We obtained necessary IMCA licenses in order to carry out the research in
collaboration with Sheba Academic Medical Center, Sourasky Medical Center, PharmItB, Emilia, Dead Sea and Arava Science Center
and the Technion Israel Institute of Technology (Technion). We are acquiring the cannabis needed for our research activities from
G.K. Medical Cannabis, Canndoc or IMC, all government-licensed Israeli medical cannabis growers. Currently we have licenses in
order to continue our activities in collaboration with Sheba Academic Medical Center, Sourasky Medical Center, PharmItBe, Pharmaceed
and the Technion. We received additional license for a phase I clinical trial that we intend to start in the coming months in
Sourasky hospital for the safety of our cannabis soluble tablet delivery system. We have applied for additional license for a
phase II trial we are starting in the third fiscal quarter in Kaplan hospital for the efficacy of our psoriasis ointment.
Although
we have been successful in obtaining a license to use cannabis for medical research, there can be no assurance that we will be
able to continue to maintain this license in the future.
United
States
In
the event that we seek to conduct any product-related activities in the United States in the future, the research and development,
manufacturing, distribution and sale of our product prospects will become subject to the United States’ Federal Controlled
Substances Act of 1970 (the “CSA”) and regulations promulgated thereunder. Under the CSA, Cannabis sativa, or botanical
marijuana, is a Schedule I controlled substance, meaning that it has no medical use and is subject to the highest level of Drug
Enforcement Agency (DEA) restrictions and enforcement. However, the FDA has the authority to review drugs derived from botanical
marijuana to determine whether they are safe and effective for a legitimate medical use. If the FDA approves a drug derived from
a substance appearing on the controlled substance schedules, the FDA may provide scientific guidance as to the schedule on which
the ultimate drug product should be placed. The CSA requires FDA to consider the following eight factors when making a scheduling
recommendation (21 U.S.C. § 811(c)):
|
1.
|
Actual
or relative potential for abuse
|
|
2.
|
Scientific
evidence of pharmacological effect
|
|
3.
|
Current
scientific knowledge regarding the substance
|
|
4.
|
History
and current pattern of abuse
|
|
5.
|
Scope,
duration, and significance of abuse
|
|
6.
|
Risk
to public health
|
|
7.
|
Psychic
or physiological dependence liability
|
|
8.
|
Immediate
precursor of a substance already controlled
|
In
general, FDA approval of a new drug application, or NDA, for a substance is considered adequate evidence of an “accepted
medical use” under the CSA. However, United States case law dictates that substances without an FDA-approved new drug application,
or NDA, must meet the following criteria to have a “currently accepted medical use” making such substances eligible
for listing on Schedules II-V (57 Fed. Reg. 10,499, 10,504-06 (Mar. 26, 1992):
|
1.
|
The
drug product’s chemistry is known and reproducible
|
|
2.
|
There
are adequate studies demonstrating the drug’s safety
|
|
3.
|
There
are adequate and well-controlled studies proving the drug’s efficacy
|
|
4.
|
The
drug is accepted by qualified expert
|
|
5.
|
Relevant
scientific evidence on the drug is widely available
|
The
FDA has not approved marijuana for any medical indication and has not yet approved any drug product derived or isolated from botanical
marijuana. However, the FDA has previously approved two drug products containing a chemically synthesized version of a substance
present in the marijuana plant and one drug product containing a synthetic substance that is not found in the marijuana plant
but that has chemical activity similar to compounds derived from marijuana.
In
April 2018, a FDA advisory panel unanimously recommended approval of Epidiolex, made by GW Pharmaceuticals, an epilepsy medication
made with an ingredient found in marijuana.
If
approved by the FDA, we anticipate that our products will be listed by the DEA as a Schedule II or III controlled substance. Consequently,
the manufacture, importation, exportation, domestic distribution, storage, sale and legitimate use of our future products will
very likely be subject to a significant degree of regulation by the DEA.
In
addition to federal scheduling and control, individual states have enacted controlled substance laws and regulations. Although
state-controlled substances laws often mirror federal law, because the states are separate jurisdictions, they may separately
schedule certain products. In the case of marijuana, while United States federal law totally prohibits the use, distribution,
growing, and possession of marijuana, individual states have enacted laws permitting the use and distribution of marijuana for
medical purposes. To date, a total of 29 states, the District of Columbia, Guam, and Puerto Rico have laws allowing medical use
of marijuana and 20 states, Guam, and Puerto Rico have enacted comprehensive public medical cannabis programs, meaning that they
(1) provide protection from criminal penalties related to medical use of marijuana, (2) provide access to marijuana via home cultivation,
dispensaries, or other system, (3) allow a variety of marijuana strains, and (4) permits smoking or vaporization of the marijuana
plant or an extract therefrom. In addition, 17 states allow use of “low THC, high cannabidiol (CBD)” products for
medical reasons in limited situations. Each state that has established a medical marijuana program (with the exception of California)
has also enacted laws restricting participation to patients with specific medical conditions who have received an explicit recommendation
or referral for treatment of the condition with medical marijuana from one or more physicians. Common restrictions include patients
with cancer, glaucoma, HIV, AIDS, or any chronic disease causing cachexia, severe pain, severe nausea, seizures, or persistent
muscle spasms (including treatment for such diseases which may cause any of these conditions). In addition, while state laws authorize
qualified individuals to smoke or vaporize marijuana for medical purposes, it is not clear that other uses of marijuana or its
extracts or derivatives (e.g., topical or edible) are permitted for medical use.
As
of the date of this filing, we have provided consulting services to a medical marijuana program with locations in Hawaii and Pennsylvania.
We do not grow or distribute cannabis. However, our providing of ancillary products and services to state-approved programs could
be deemed to be aiding and abetting illegal activities, a violation of federal law. Where applicable, we will apply for state
licenses that are necessary to conduct our business in compliance with local laws.
Enforcement
of United States Federal Laws
We
intend to conduct rigorous due diligence to verify the legality of all activities that we engage in. We realize that there is
a discrepancy between the laws in some states, which permit the distribution and sale of marijuana for medical purposes, from
federal law that prohibits any such activities. As discussed above, the CSA makes it illegal under federal law to manufacture,
distribute, or dispense cannabis. Many states impose and enforce similar prohibitions. Notwithstanding the federal ban, as of
the date of this filing, 31 states, the District of Columbia, Guam, and Puerto Rico have legalized certain cannabis-related activity.
However, with respect to our products, compliance with state laws provides little protection from prosecution under federal laws
at the discretion of the various United States Attorney offices, which are part of the U.S. Department of Justice (DOJ).
From
2009 to 2014, the DOJ issued a series of official memoranda setting the agency’s enforcement policies relative to state
programs legalizing medical use of marijuana. The most prominent of these documents was issued by Deputy Attorney General James
Cole on August 29, 2013 (the Cole Memo), which reiterated DOJ’s authority to prosecute violations of federal laws relating
to marijuana and outlined specific marijuana enforcement priorities, such as preventing distribution to minors and preventing
revenues from marijuana sales from reaching criminal organizations. The Cole Memo also outlined a general policy that DOJ would
defer on ordinary enforcement matters if a state had established regulatory and enforcement systems addressing potential risks
and other law enforcement interests related to marijuana.
However,
on January 4, 2018, the DOJ rescinded all marijuana enforcement memoranda issued by the agency between 2009 and 2014, including
the Cole Memo. The January 4 memorandum states that the CSA prohibits cultivation, distribution, and possession of marijuana and
that such activities can also lead to prosecution under the money laundering statutes (18 U.S.C. §§ 1956-57), the unlicensed
money transmitter statute (18 U.S.C. § 1960), and the BSA (31 U.S.C. § 5318). In addition, the memorandum directs all
United States Attorneys to enforce federal law and to “weigh all relevant considerations, including federal law enforcement
priorities set by the Attorney General, the seriousness of the crime, the deterrent effect of criminal prosecution, and the cumulative
impact of particular crimes on the community” (Office of the Attorney General, Memorandum for All United States Attorneys
RE: Marijuana Enforcement (Jan. 4, 2018)).
The
January 4 memorandum demonstrates that DOJ’s current enforcement policy puts all companies with operations relating to the
cultivation, distribution, and sale of marijuana and products derived from marijuana at risk of prosecution, even if such companies
comply with state laws allowing these activities. However, it is still unclear whether United States Attorneys will aggressively
pursue companies operating in states that have legalized certain distribution and sale of marijuana, or how the DOJ’s policy
will affect any drug derived from botanical marijuana that is approved by FDA.
FinCEN
Since
the use of cannabis is illegal under federal law, we or our consulting clients may have difficulty acquiring or maintaining bank
accounts in the United States. The Financial Crimes Enforcement Network (“FinCEN”) provided guidance on February 14,
2014 about how financial institutions can provide services to cannabis-related businesses consistent with their obligations under
the BSA. In general, a financial institutions decision to open, close, or refuse any account or relationship should be based on
multiple factors specific to that institution. These factors may include business objectives, an evaluation of the risks associated
with offering particular products or services, and capacity to manage those risks effectively. The FinCEN guidance describes thorough
due diligence as a critical aspect of this assessment for customers with marijuana-related business.
FinCEN
advises financial institutions to conduct customer due diligence for cannabis-related businesses that includes: (1) verifying
with the appropriate state authorities whether the business is duly licensed and registered; (2) reviewing the license application
(and related documentation) submitted by the business for obtaining a state license to operate its cannabis-related business;
(3) requesting from state licensing and enforcement authorities available information about the business and related parties;
(4) developing an understanding of the normal and expected activity for the business, including the types of products to be sold
and the type of customers to be served (e.g., medical versus recreational customers); (5) ongoing monitoring of publicly available
sources for adverse information about the business and related parties; (6) ongoing monitoring for suspicious activity, including
for any of the red flags described in the FinCEN guidance; and (7) refreshing information obtained as part of customer due diligence
on a periodic basis and commensurate with the risk. With respect to information regarding state licensure obtained about such
customer due diligence, a financial institution may reasonably rely on the accuracy of information provided by state licensing
authorities, where states make such information available.
Europe
Approximately
250 substances, including cannabis, are listed in the Schedules annexed to the United Nations Single Convention on Narcotic Drugs
(New York, 1961, amended 1972), the Convention on Psychotropic Substances (Vienna, 1971) and the Convention against Illicit Traffic
in Narcotic Drugs and Psychotropic Substances (introducing control on precursors) (Vienna, 1988). The purpose of these listings
is to control and limit the use of these drugs according to a classification of their therapeutic value, risk of abuse and health
dangers, and to minimize the diversion of precursor chemicals to illegal drug manufacturers. The 1961 UN Single Convention on
Narcotic Drugs, as amended in 1972 classifies cannabis as Schedule I (“substances with addictive properties, presenting
a serious risk of abuse”) and as Schedule IV (“the most dangerous substances, already listed in Schedule I, which
are particularly harmful and of extremely limited medical or therapeutic value”) narcotic drug. The 1971 UN Convention on
Psychotropic Substances classifies THC - the principal psychoactive cannabinoid of cannabis - as schedule I psychotropic substance
(Substances presenting a high risk of abuse, posing a particularly, serious threat to public health which are of very little or
no therapeutic value).
Most
countries in Europe are parties to these conventions, which govern international trade and domestic control of these substances,
including cannabis. They may interpret and implement their obligations in a way that creates a legal obstacle to our obtaining
manufacturing and/or marketing approval for our products in those countries or to providing consulting services in those countries.
These countries may not be willing or able to amend or otherwise modify their laws and regulations to permit our products to be
manufactured and/or marketed, or for us to provide consulting services, or achieving such amendments to the laws and regulations
may take a prolonged period. While some countries in Europe such as the United Kingdom, Germany, the Czech Republic, France, Romania,
and Finland have decriminalized cannabis or permit its use for medical purposes, no country has completely legalized it.
Regulations
Related to the Drug Regulatory Process
We
operate in a highly controlled regulatory environment. Stringent regulations establish requirements relating to analytical, toxicological
and clinical standards and protocols in respect of the testing of pharmaceuticals. Regulations also cover research, development,
manufacturing and reporting procedures, both pre- and post-approval. Failure to comply with regulations can result in stringent
sanctions, including product recalls, withdrawal of approvals, seizure of products and criminal prosecution. Further, many countries
have stringent regulations relating to the possession and use of cannabis.
Before
obtaining regulatory approvals for the commercial sale of our future product candidates, we must demonstrate through preclinical
studies and clinical trials that our product candidates are safe and effective. Historically, the results from preclinical studies
and early clinical trials often have not accurately predicted results of later clinical trials. In addition, a number of pharmaceutical
products have shown promising results in clinical trials but subsequently failed to establish sufficient safety and efficacy results
to obtain necessary regulatory approvals. We expect to incur substantial expense for, and devote a significant amount of time
to, preclinical studies and clinical trials. Many factors can delay the commencement and rate of completion of clinical trials,
including the inability to recruit patients at the expected rate, the inability to follow patients adequately after treatment,
the failure to manufacture sufficient quantities of materials used for clinical trials, and the emergence of unforeseen safety
issues and governmental and regulatory delays. If a product candidate fails to demonstrate safety and efficacy in clinical trials,
this failure may delay development of other product candidates and hinder our ability to conduct related preclinical studies and
clinical trials. Additionally, as a result of these failures, we may also be unable to obtain additional financing.
Governmental
authorities in all major markets require that a new pharmaceutical product be approved or exempted from approval before it is
marketed, and have established high standards for technical appraisal, which can result in an expensive and lengthy approval process.
The time to obtain approval varies by country and some products are never approved. The lengthy process of conducting clinical
trials, seeking approval and the subsequent compliance with applicable statutes and regulations, if approval is obtained, are
very costly and require the expenditure of substantial resources.
A
summary of the Israeli, U.S. and EU regulatory processes follow below:
Israel
In
order to conduct clinical testing on humans in Israel, special authorization must first be obtained from the ethics committee
and general manager of the institution in which the clinical studies are scheduled to be conducted, as required under the Guidelines
for Clinical Trials in Human Subjects implemented pursuant to the Israeli Public Health Regulations (Clinical Trials in Human
Subjects), as amended from time to time, and other applicable legislation. These regulations also require authorization from the
Israeli Ministry of Health, except in certain circumstances, and in the case of genetic trials, special fertility trials and similar
trials, an additional authorization of the overseeing institutional ethics committee. The institutional ethics committee must,
among other things, evaluate the anticipated benefits that are likely to be derived from the project to determine if it justifies
the risks and inconvenience to be inflicted on the human subjects, and the committee must ensure that adequate protection exists
for the rights and safety of the participants as well as the accuracy of the information gathered in the course of the clinical
testing. Since, at this time, we intend to perform all of the clinical studies in Israel, we will be required to obtain authorization
from the ethics committee and general manager of each institution in which we intend to conduct our clinical trials, and in most
cases, from the Israeli Ministry of Health.
Israel’s
Ministry of Health, which regulates medical testing, has adopted protocols that correspond, generally, to those of the FDA and
the European Medicines Agency (the “EMA”), making it comparatively straightforward for studies conducted in Israel
to satisfy FDA and the EMA requirements, thereby enabling medical technologies subjected to clinical trials in Israel to reach
U.S. and EU commercial markets in an expedited fashion. Many members of Israel’s medical community have earned international
prestige in their chosen fields of expertise and routinely collaborate, teach and lecture at leading medical centers throughout
the world. Israel also has free trade agreements with the United States and the European Union.
Currently
we do not conduct any product-related activities such as research, development, manufacturing or marketing activities outside
of Israel, nor do we expect to for the foreseeable future.
United
States
In
the United States, the Public Health Service Act and the Federal Food, Drug, and Cosmetic Act, as amended, and the regulations
promulgated thereunder, and other federal and state statutes and regulations govern, among other things, the safety and effectiveness
standards for our products and the raw materials and components used in the production of, testing, manufacture, labeling, storage,
record keeping, approval, advertising and promotion of product candidates on a product-by-product basis.
Preclinical
tests include in vitro and in vivo evaluation of the product candidate, its chemistry, formulation and stability, and animal studies
to assess potential safety and efficacy. Certain preclinical tests must be conducted in compliance with good laboratory practice
regulations. Violations of these regulations can, in some cases, lead to invalidation of the studies, requiring them to be replicated.
After laboratory analysis and preclinical testing, testing, a sponsor files an Investigational New Drug application, or IND, to
begin human testing. Typically, a manufacturer conducts a three-phase human clinical testing program which itself is subject to
numerous laws and regulatory requirements, including adequate monitoring, reporting, record keeping and informed consent. In Phase
1, small clinical trials are conducted to determine the safety and proper dose ranges of product candidates. In Phase 2, clinical
trials are conducted to assess safety and gain preliminary evidence of the efficacy of product candidates. In Phase 3, clinical
trials are conducted to provide sufficient data for the statistically valid evidence of safety and efficacy. The time and expense
that will be required for us to perform this clinical testing can vary and is substantial. We cannot be certain that we will successfully
complete Phase 1, Phase 2 or Phase 3 testing within any specific period, if at all. Furthermore, the FDA, the Institutional Review
Board responsible for approving and monitoring the clinical trials at a given site, the Data Safety Monitoring Board, where one
is used, or we may suspend the clinical trials at any time on various grounds, including a finding that subjects or patients are
exposed to unacceptable health risk.
If
the clinical data from these clinical trials (Phases 1, 2 and 3) are deemed to support the safety and effectiveness of the candidate
product for its intended use, then we may proceed to seek to file with the FDA, a New Drug Application, or NDA, seeking approval
to market a new drug for one or more specified intended uses. We have not completed our clinical trials for any candidate product
for any intended use and therefore, we cannot ascertain whether the clinical data will support and justify filing an NDA. Nevertheless,
if and when we are able to ascertain that the clinical data supports and justifies filing an NDA, we intend to make such appropriate
filings.
The
purpose of the NDA is to provide the FDA with sufficient information so that it can assess whether it ought to approve the candidate
product for marketing for specific intended uses. The fact that the FDA has designated a drug as an orphan drug for a particular
intended use does not mean that the drug has been approved for marketing. Marketing and commercialization of a drug is permitted
only after FDA approves an NDA for the drug. A request for orphan drug status must be filed before the NDA is filed. The orphan
drug designation, though, provides certain benefits, including a seven-year period of market exclusivity subject to certain exceptions.
The
NDA normally contains, among other things, sections describing the chemistry, manufacturing, and controls, non-clinical pharmacology
and toxicology, human pharmacokinetics and bioavailability, microbiology, the results of the clinical trials, and the proposed
labeling which contains, among other things, the intended uses of the candidate product.
We
cannot take any action to market any new drug or biologic product in the United States until our marketing application has been
approved by the FDA. The FDA has substantial discretion over the approval process and may disagree with our interpretation of
the data submitted. The process may be significantly extended by requests for additional information or clarification regarding
information already provided. As part of this review, the FDA may refer the application to an appropriate advisory committee,
typically a panel of clinicians. Satisfaction of these and other regulatory requirements typically takes several years, and the
actual time required may vary substantially based upon the type, complexity and novelty of the product. Government regulation
may delay or prevent marketing of potential products for a considerable period and impose costly procedures on our activities.
We cannot be certain that the FDA or other regulatory agencies will approve any of our products on a timely basis, if at all.
Success in preclinical or early stage clinical trials does not assure success in later-stage clinical trials. Even if a product
receives regulatory approval, the approval may be significantly limited to specific indications or uses and these limitations
may adversely affect the commercial viability of the product. Delays in obtaining, or failures to obtain regulatory approvals,
would have a material adverse effect on our business.
Even
after we obtain FDA approval, we may be required to conduct further clinical trials (i.e., Phase 4 trials) and provide additional
data on safety and effectiveness. We are also required to gain separate approval for the use of an approved product as a treatment
for indications other than those initially approved. In addition, side effects or adverse events that are reported during clinical
trials can delay, impede or prevent marketing approval. Similarly, adverse events that are reported after marketing approval can
result in additional limitations being placed on the product’s use and, potentially, withdrawal of the product from the
market. Any adverse event, either before or after marketing approval, can result in product liability claims against us.
Under
the Orphan Drug Act, the FDA may grant orphan drug designation to drugs intended to treat a rare disease or condition—generally
a disease or condition with a prevalence of fewer than 200,000 individuals in the United States. Orphan drug designation must
be requested before submitting an NDA. After the FDA grants orphan drug designation, the generic identity of the drug and its
potential orphan use are disclosed publicly by the FDA. Orphan drug designation does not convey any advantage in, or shorten the
duration of, the regulatory review and approval process. The first NDA applicant to receive FDA approval for a particular active
ingredient to treat a particular disease with FDA orphan drug designation is entitled to a seven-year exclusive marketing period
in the United States for that product candidate, for that indication. During the seven-year exclusivity period, the FDA may not
approve any other applications to market the same drug for the same disease, except in limited circumstances, such as a showing
of clinical superiority to the product candidate with orphan drug exclusivity. Orphan drug exclusivity does not prevent the FDA
from approving a different drug for the same disease or condition, or the same drug for a different disease or condition. Among
the other benefits of orphan drug designation are tax credits for certain research and a waiver of the NDA application user fee.
Although
we currently have no approvals to market our products from the FDA, if we obtain regulatory approval for any of our product prospects,
we will be required to comply with post-approval regulatory requirements, including any post-approval requirements that the FDA
may have imposed as a condition of approval. We will be required to report certain adverse reactions and production problems to
the FDA, provide updated safety and efficacy information and comply with requirements concerning advertising and promotional labeling
requirements. We, as well as certain of our partners or subcontractors, will be required to register our facilities with the FDA
and certain state agencies, and will be subject to periodic unannounced inspections by the FDA and certain state agencies for
compliance with ongoing regulatory requirements, including current good manufacturing, or cGMP, regulations, which impose certain
procedural and documentation requirements upon drug manufacturers. Accordingly, we must continue to expend time, money and effort
in the areas of production and quality control to maintain compliance with cGMP regulations and other regulatory requirements.
Our
products may also be subject to official lot release, meaning that we will be required to perform certain tests on each lot of
the product before it is released for distribution. If the product is subject to official release, we must submit samples of each
lot, together with a release protocol showing a summary of the history of manufacture of the lot and the results of all tests
performed on the lot, to the FDA. The FDA may in addition perform certain confirmatory tests on lots of some products before releasing
the lots for distribution. Finally, the FDA will conduct laboratory research related to the safety, purity, potency, and effectiveness
of pharmaceutical products.
Once
an approval is granted, the FDA may withdraw the approval if we do not maintain compliance with regulatory requirements and standards
or if problems occur after the product reaches the market. Later discovery of previously unknown problems with a product, including
adverse events of unanticipated severity or frequency, or with manufacturing processes, or failure to comply with regulatory requirements,
may result in revisions to the approved labeling to add new safety information; imposition of post-market studies or clinical
trials to assess new safety risks; or imposition of distribution or other restrictions under a Risk Evaluation and Mitigation
Strategy, or REMS, program. Other potential consequences include, among other things:
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restrictions
on the marketing or manufacturing of the product, complete withdrawal of the product from the market or product recalls;
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fines,
warning letters or holds on post-approval clinical trials;
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refusal
of the FDA to approve pending NDAs or supplements to approved NDAs, or suspension or revocation of product license
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approvals;
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product
seizure or detention, or refusal to permit the import or export of products; or
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injunctions
or the imposition of civil or criminal penalties.
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The
FDA strictly regulates marketing, labeling, advertising and promotion of products that are placed on the market. Drugs may be
promoted only for the approved indications and in accordance with the provisions of the approved label. The FDA and other agencies
actively enforce the laws and regulations prohibiting the promotion of off-label uses, and a company that is found to have improperly
promoted off-label uses may be subject to significant liability.
We
may also be subject to various federal, state and international laws pertaining to health care “fraud and abuse,”
including anti-kickback laws and false claims laws. The federal Anti-kickback law, which governs federal healthcare programs (e.g.,
Medicare, Medicaid), makes it illegal to solicit, offer, receive or pay any remuneration in exchange for, or to induce, the referral
of business, including the purchase or prescription of a particular drug. Many states have similar laws that are not restricted
to federal healthcare programs. Federal and state false claims laws prohibit anyone from knowingly and willingly presenting, or
causing to be presented for payment to third party payers (including Medicare and Medicaid), claims for reimbursement, including
claims for the sale of drugs or services, that are false or fraudulent, claims for items or services not provided as claimed,
or claims for medically unnecessary items or services. If the government or a whistleblower were to allege that we violated these
laws there could be a material adverse effect on us, including our stock price. Even an unsuccessful challenge could cause adverse
publicity and be costly to respond to, which could have a materially adverse effect on our business, results of operations and
financial condition. A finding of liability under these laws can have significant adverse financial implications for us and can
result in payment of large penalties and possible exclusion from federal healthcare programs. We will consult counsel concerning
the potential application of these and other laws to our business and our sales, marketing and other activities and will make
good faith efforts to comply with them. However, given their broad reach and the increasing attention given by law enforcement
authorities, we cannot assure you that some of our activities will not be challenged or deemed to violate some of these laws.
European
Economic Area
Although
we are not currently seeking regulatory approval in the EU, we or our potential future licensees may do so in the future. As such,
a summary of the EU regulatory processes follows below.
A
medicinal product may only be placed on the market in the European Economic Area (the “EEA”), composed of the 27 EU
member states, plus Norway, Iceland and Lichtenstein, when a marketing authorization has been issued by the competent authority
of a member state pursuant to Directive 2001/83/EC (as recently amended by Directive 2004/27/EC), or an authorization has been
granted under the centralized procedure in accordance with Regulation (EC) No. 726/2004 or its predecessor, Regulation 2309/93.
There are essentially three community procedures created under prevailing European pharmaceutical legislation that, if successfully
completed, allow an applicant to place a medicinal product on the market in the EEA.
Centralized
Procedure
Regulation
726/2004/EC now governs the centralized procedure when a marketing authorization is granted by the European Commission, acting
in its capacity as the European Licensing Authority on the advice of the EMA. That authorization is valid throughout the entire
community and directly or (as to Norway, Iceland and Liechtenstein) indirectly allows the applicant to place the product on the
market in all member states of the EEA. The EMA is the administrative body responsible for coordinating the existing scientific
resources available in the member states for evaluation, supervision and pharmacovigilance of medicinal products. Certain medicinal
products, as described in the Annex to Regulation 726/2004, must be authorized centrally. These are products that are developed
by means of a biotechnological process in accordance with Paragraph 1 to the Annex to the Regulation. Medicinal products for human
use containing a new active substance for which the therapeutic indication is the treatment of acquired immune deficiency syndrome,
or AIDS, cancer, neurodegenerative disorder or diabetes must also be authorized centrally. Starting on May 20, 2008, the mandatory
centralized procedure was extended to autoimmune diseases and other immune dysfunctions and viral diseases. Finally, all medicinal
products that are designated as orphan medicinal products pursuant to Regulation 141/2000 must be authorized under the centralized
procedure. An applicant may also opt for assessment through the centralized procedure if it can show that the medicinal product
constitutes a significant therapeutic, scientific or technical innovation or that the granting of authorization centrally is in
the interests of patients at the community level. For each application submitted to the EMA for scientific assessment, the EMA
is required to ensure that the opinion of the Committee for Medicinal Products for Human Use (the “CHMP”), is given
within 210 days after receipt of a valid application. This 210 days period does not include the time that the applicant to answer
any questions raised during the application procedure, the so-called ‘clock stop’ period. If the opinion is positive,
the EMA is required to send the opinion to the European Commission, which is responsible for preparing the draft decision granting
a marketing authorization. This draft decision may differ from the CHMP opinion, stating reasons for diverging for the CHMP opinion.
The draft decision is sent to the applicant and the member states, after which the European Commission takes a final decision.
If the initial opinion of the CHMP is negative, the applicant is afforded an opportunity to seek a re-examination of the opinion.
The CHMP is required to re-examine its opinion within 60 days following receipt of the request by the applicant. All CHMP refusals
and the reasons for refusal are made public on the EMA website. Without a centralized marketing authorization it is prohibited
to place a medicinal product that must be authorized centrally on the market in the EU.
Mutual
Recognition and Decentralized Procedures
With
the exception of products that are authorized centrally, the competent authorities of the member states are responsible for granting
marketing authorizations for medicinal products placed on their national markets. If the applicant for a marketing authorization
intends to market the same medicinal product in more than one member state, the applicant may seek an authorization progressively
in the community under the mutual recognition or decentralized procedure. Mutual recognition is used if the medicinal product
has already been authorized in a member state. In this case, the holder of this marketing authorization requests the member state
where the authorization has been granted to act as reference member state by preparing an updated assessment report that is then
used to facilitate mutual recognition of the existing authorization in the other member states in which approval is sought (the
so-called concerned member state(s)). The reference member state must prepare an updated assessment report within 90 days of receipt
of a valid application. This report together with the approved Summary of Product Characteristics (“SmPC”) (which
sets out the conditions of use of the product), and a labeling and package leaflet are sent to the concerned member states for
their consideration. The concerned member states are required to approve the assessment report, the SmPC and the labeling and
package leaflet within 90 days of receipt of these documents. The total procedural time is 180 days.
The
decentralized procedure is used in cases where the medicinal product has not received a marketing authorization in the EU at the
time of application. The applicant requests a member state of its choice to act as reference member state to prepare an assessment
report that is then used to facilitate agreement with the concerned member states and the grant of a national marketing authorization
in all of these member states. In this procedure, the reference member state must prepare, for consideration by the concerned
member states, the draft assessment report, a draft SmPC and a draft of the labeling and package leaflet within 120 days after
receipt of a valid application. As in the case of mutual recognition, the concerned member states are required to approve these
documents within 90 days of their receipt.
For
both mutual recognition and decentralized procedures, if a concerned member state objects to the grant of a marketing authorization
on the grounds of a potential serious risk to public health, it may raise a reasoned objection with the reference member state.
The points of disagreement are in the first instance referred to the Co-ordination Group on Mutual Recognition and Decentralized
Procedures, to reach an agreement within 60 days of the communication of the points of disagreement. If member states fail to
reach an agreement, then the matter is referred to the EMA and CHMP for arbitration. The CHMP is required to deliver a reasoned
opinion within 60 days of the date on which the matter is referred. The scientific opinion adopted by the CHMP forms the basis
for a binding European Commission decision.
Irrespective
of whether the medicinal product is assessed centrally, de-centrally or through a process of mutual recognition, the medicinal
product must be manufactured in accordance with the principles of good manufacturing practice as set out in Directive 2003/94/EC
and Volume 4 of the rules governing medicinal products in the European community. Moreover, community law requires the clinical
results in support of clinical safety and efficacy based upon clinical trials conducted in the European community to be in compliance
with the requirements of Directive 2001/20/EC, which implements good clinical practice in the conduct of clinical trials on medicinal
products for human use. Clinical trials conducted outside the European community and used to support applications for marketing
within the EU must have been conducted in a way consistent with the principles set out in Directive 2001/20/EC. The conduct of
a clinical trial in the EU requires, pursuant to Directive 2001/20/EC, authorization by the relevant national competent authority
where a trial takes place, and an ethics committee to have issued a favorable opinion in relation to the arrangements for the
trial. It also requires that the sponsor of the trial, or a person authorized to act on his behalf in relation to the trial, be
established in the community.
National
Procedure
This
procedure is available for medicinal products that do not fall within the scope of mandatory centralized authorization and are
intended for use in only one EU member state. Specific procedures and timelines differ between member states, but the duration
of the procedure is generally 210 days and based on a risk/efficacy assessment by the competent authority of the member state
concerned, followed by determination of SmPC, package leaflet and label text/layout and subsequently grant of the marketing authorization.
Marketing authorizations granted on this basis are not mutually recognized by other member states.
There
are various types of applications for marketing authorizations:
Full
Applications. A full application is one that is made under any of the community procedures described above and “stands alone”
in the sense that it contains all of the particulars and information required by Article 8(3) of Directive 2001/83 (as amended)
to allow the competent authority to assess the quality, safety and efficacy of the product and in particular the balance between
benefit and risk. Article 8(3)(l) in particular refers to the need to present the results of the applicant’s research on
(i) pharmaceutical (physical-chemical, biological or microbiological) tests, (ii) preclinical (toxicological and pharmacological)
studies and (iii) clinical trials in humans. The nature of these tests, studies and trials is explained in more detail in Annex
I to Directive 2001/83/EC. Full applications would be required for products containing new active substances not previously approved
by the competent authority, but may also be made for other products.
Abridged
Applications. Article 10 of Directive 2001/83/EC contains exemptions from the requirement that the applicant provide the results
of its own preclinical and clinical research. There are three regulatory routes for an applicant to seek an exemption from providing
such results, namely (i) cross-referral to an innovator’s results without consent of the innovator, (ii) well established
use according to published literature and (iii) consent to refer to an existing dossier of research results filed by a previous
applicant.
Cross-referral
to Innovator’s Data
Articles
10(1) and 10(2)(b) of Directive 2001/83/EC provide the legal basis for an applicant to seek a marketing authorization on the basis
that its product is a generic medicinal product (a copy) of a reference medicinal product that has already been authorized, in
accordance with community provisions. A reference product is, in principle, an original product granted an authorization on the
basis of a full dossier of particulars and information. This is the main exemption used by generic manufacturers for obtaining
a marketing authorization for a copy product. The generic applicant is not required to provide the results of preclinical studies
and of clinical trials if its product meets the definition of a generic medicinal product and the applicable regulatory results
protection period for the results submitted by the innovator has expired. A generic medicinal product is defined as a medicinal
product:
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having
the same qualitative and quantitative composition in active substance as the reference medicinal product;
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having
the same pharmaceutical form as the reference medicinal product; and
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whose
bioequivalence with the reference medicinal product has been demonstrated by appropriate bioavailability studies.
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Applications
in respect of a generic medicinal product cannot be made before the expiry of the protection period. Where the reference product
was granted a national marketing authorization pursuant to an application made before October 30, 2005, the protection period
is either 6 years or 10 years, depending upon the election of the particular member state concerned. Where the reference product
was granted a marketing authorization centrally, pursuant to an application made before November 20, 2005, the protection period
is 10 years. For applications made after these dates, Regulation 726/2004 and amendments to Directive 2001/83/EC provide for a
harmonized protection period regardless of the approval route utilized. The harmonized protection period is in total 10 years,
including eight years of research data protection and two years of marketing protection. The effect is that the originator’s
results can be the subject of a cross-referral application after eight years, but any resulting authorization cannot be exploited
for a further two years. The rationale of this procedure is not that the competent authority does not have before it relevant
tests and trials upon which to assess the efficacy and safety of the generic product, but that the relevant particulars can, if
the research data protection period has expired, be found on the originator’s file and used for assessment of the generic
medicinal product. The 10-year protection period can be extended to 11 years where, in the first eight years, post-authorization,
the holder of the authorization obtains approval for a new indication assessed as offering a significant clinical benefit in comparison
with existing products.
If
the copy product does not meet the definition of a generic medicinal product or if certain types of changes occur in the active
substance(s) or in the therapeutic indications, strength, pharmaceutical form or route of administration in relation to the reference
medicinal product, Article 10(3) of Directive 2001/83/EC provides that the results of the appropriate preclinical studies or clinical
trials must be provided by the applicant.
Well-Established
Medicinal Use
Under
Article 10a of Directive 2001/83/EC, an applicant may, in substitution for the results of its own preclinical and clinical research,
present detailed references to published literature demonstrating that the active substance(s) of a product have a well-established
medicinal use within the community with recognized efficacy and an acceptable level of safety. The applicant is entitled to refer
to a variety of different types of literature, including reports of clinical trials with the same active substance(s) and epidemiological
studies that indicate that the constituent or constituents of the product have an acceptable safety/efficacy profile for a particular
indication. However, use of the published literature exemption is restricted by stating that in no circumstances will constituents
be treated as having a well-established use if they have been used for less than 10 years from the first systematic and documented
use of the substance as a medicinal product in the EU. Even after 10 years’ systematic use, the threshold for well-established
medicinal use might not be met. European pharmaceutical law requires the competent authorities to consider among other factors
the period over which a substance has been used, the amount of patient use of the substance, the degree of scientific interest
in the use of the substance (as reflected in the scientific literature) and the coherence (consistency) of all the scientific
assessments made in the literature. For this reason, different substances may reach the threshold for well-established use after
different periods, but the minimum period is 10 years. If the applicant seeks approval of an entirely new therapeutic use compared
with that to which the published literature refers, additional preclinical and/or clinical results would have to be provided.
Informed
Consent
Under
Article 10c of Directive 2001/83/EC, following the grant of a marketing authorization the holder of such authorization may consent
to a competent authority utilizing the pharmaceutical, preclinical and clinical documentation that it submitted to obtain approval
for a medicinal product to assess a subsequent application relating to a medicinal product possessing the same qualitative and
quantitative composition with respect to the active substances and the same pharmaceutical form.
Law
Relating to Pediatric Research
Regulation
(EC) 1901/2006 (as amended by Regulation (EC) 1902/2006) was adopted on December 12, 2006. This Regulation governs the development
of medicinal products for human use in order to meet the specific therapeutic needs of the pediatric population. It requires any
application for marketing authorization made after July 26, 2008 in respect of a product not authorized in the European Community
on January 26, 2007 (the time the Regulation entered into force), to include the results of all studies performed and details
of all information collected in compliance with a pediatric investigation plan agreed by the Pediatric Committee of the EMA, unless
the product is subject to an agreed waiver or deferral or unless the product is excluded from the scope of Regulation 1902/2006
(generics, hybrid medicinal products, biosimilars, homeopathic and traditional (herbal) medicinal products and medicinal products
containing one or more active substances of well-established medicinal use). Waivers can be granted in certain circumstances where
pediatric studies are not required or desirable. Deferrals can be granted in certain circumstances where the initiation or completion
of pediatric studies should be deferred until appropriate studies in adults have been performed. Moreover, this regulation imposes
the same obligation from January 26, 2009 on an applicant seeking approval of a new indication, pharmaceutical form or route of
administration for a product already authorized and still protected by a supplementary protection certificate granted under Regulation
EC 469/2009 and its precursor (EEC) 1768/92 or by a patent that qualifies for the granting of such a supplementary protection
certificate. The pediatric Regulation 1901/2006 also provides, subject to certain conditions, a reward for performing such pediatric
studies, regardless of whether the pediatric results provided resulted in the grant of a pediatric indication. This reward comes
in the form of an extension of six months to the supplementary protection certificate granted in respect of the product, unless
the product is subject to orphan drug designation, in which case the 10-year market exclusivity period for such orphan products
is extended to 12 years. If any of the non-centralized procedures for marketing authorization have been used, the six-month extension
of the supplementary protection certificate is only granted if the medicinal product is authorized in all member states.
Post-authorization
Obligations
In
the pre-authorization phase, the applicant must provide a detailed pharmacovigilance plan that it intends to implement post-authorization.
An authorization to market a medicinal product in the EU carries with it an obligation to comply with many post-authorization
organizational and behavioral regulations relating to the marketing and other activities of authorization holders. These include
requirements relating to post-authorization efficacy studies, post-authorization safety studies, adverse event reporting and other
pharmacovigilance requirements, advertising, packaging and labeling, patient package leaflets, distribution and wholesale dealing.
The regulations frequently operate within a criminal law framework and failure to comply with the requirements may not only affect
the authorization, but also can lead to financial and other sanctions levied on the company in question and responsible officers.
As a result of the currently on-going overhaul of EU pharmacovigilance legislation the financial and organizational burden on
market authorization holders will increase significantly, such as the obligation to maintain a pharmacovigilance system master
file that applies to all holders of marketing authorizations granted in accordance with Directive 2001/83/EC or Regulation (EC)
No 726/2004. Marketing authorization holders must furthermore collect data on adverse events associated with use of the authorized
product outside the scope of the authorization. Pharmacovigilance for biological products and medicines with a new active substance
will be strengthened by subjecting their authorization to additional monitoring activities. The EU is currently in the process
of issuing implementing regulations for the new pharmacovigilance framework.
Any
authorization granted by member state authorities, which within three years of its granting is not followed by the actual placing
on the market of the authorized product in the authorizing member state ceases to be valid. When an authorized product previously
placed on the market in the authorizing member state is no longer actually present on the market for a period of three consecutive
years, the authorization for that product shall cease to be valid. The same two three-year periods apply to authorizations granted
by the European Commission based on the centralized procedure.
MANAGEMENT
Executive
officers and directors
The
table below contains information regarding our directors and executive officers as of May 17, 2019:
Name
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Age
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Position
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Non-Employee
Directors
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Dr.
Stanley Hirsch
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62
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Chairman
of the Board and Director
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Executive
Officers
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Mordechai
Bignitz
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68
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Chief
Executive Officer and Director
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Sigal
Russo
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41
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Chief
Financial Officer
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Dr.
Yehuda Baruch
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62
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Chief
Medical and Regulatory Affairs Officer of One World Cannabis Ltd.
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Alon
Sinai
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52
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Chief
Operating Officer of One World Cannabis Ltd.
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Dr.
Oron Yacoby Zeevi
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58
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Chief
Scientific Officer of One World Cannabis Ltd.
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Non-Employee
Director
Dr.
Stanley Hirsch
,
Chairman of the Board and Director:
Dr. Hirsch was appointed as Chairman of the Board on July 24, 2017.
He has extensive executive and board level experience for more than the past 25 years in private and publicly listed companies
in biopharmaceutical and agricultural biotech industries, among others, including direct experience in raising capital and leading
M&A activity together with multi-cultural management skills, having managed companies in Israel, Brazil, UK, China and the
United States. From May 2016 to the present, Dr. Hirsch has served as Chairman of the Board of Directors of Foamix Pharmaceuticals
Ltd. (NASDAQ: FOMX), an Israeli-based clinical-stage specialty pharmaceutical company in late-stage clinical development and commercializing
two proprietary products for the treatment of acne, rosacea and other skin conditions. Foamix collaborates with leading global
pharmaceutical companies in the creation and commercialization of its advanced skin treatment products. From August 2007 to the
present, Dr. Hirsch has served as Group CEO of FuturaGene Limited and its predecessor company, FuturaGene Plc, which was listed
on the AIM-London Stock Exchange, prior to acquisition by Suzano Pulp and Paper of Brazil (SUZB, BOVESPA, Sao Paulo) in July 2010.
FuturaGene Limited is a world leader in the development of environmentally friendly solutions that improve and protect crop yields,
engaged in the development and delivery of sustainable genetic solutions for global forestry, biopower, biofuels, and agricultural
markets. Dr. Hirsch’s educational experience includes a D.Phil in Cell Biology and Immunology from Oxford University, UK,
in 1982, a B.Sc. degree with honors in Medical Biochemistry from the University of Capetown, South Africa in 1979, among other
academic honors and awards from Oxford University and University of Capetown. Dr. Hirsch was selected to serve as our Chairman
of the Board and a Director because he has extensive leadership experience with other major corporations.
Executive
Officers
Mordechai
Bignitz, Chief Executive Officer and Director
: Mr. Bignitz was appointed Chief Executive Officer in July 2014 and to the Board
of Directors and Chairman in September 2014. He resigned as Chairman with the appointment of Dr. Stanley Hirsch as Chairman on
July 24, 2017. He has over 30 years of experience in investment banking specializing in all aspects of the planning, negotiation
and execution of both domestic and international transactions. He also has extensive experience in investment management, financial
systems, accounting and taxation. From 2006 to 2015 and from 2017 Mr. Bignitz served as the chairman of the investment committee
of Migdal Capital Trust Ltd. From 2009 to 2011 Mr. Bignitz served as the chief executive officer of Gefen Energies Ltd., a private
Israeli Company. During the past five years, he has served as a director of the following public companies: Arad Investment &
Industrial Development Ltd since February 2014, traded on the Tel-Aviv Stock Exchange (“TASE”); Globe Exploration
Limited Partnership since July 2013, traded on the TASE; Ellomay Capital Limited since 2011, engaged in investments in energy
and infrastructures and traded on the NASDAQ and TASE; Israel Financial Levers Ltd, since 2007 to 2016, engaged in the real estate
business and traded on the TASE; and Ablon Group Ltd from 2010 to 2013, engaged in the real estate business and traded on the
London Stock Exchange. Mr. Bignitz holds a B.A. degree in Economics and Accounting from the Tel Aviv University, Israel in 1982
and received his degree as a Certified Public Accountant in Israel in 1984. The Company believes that Mr. Bignitz’s many
years of experience as a senior executive officer and director of several successful public companies in a variety in industries,
all of which have had greater resources and operating history than the Company, renders him qualified to serve on the Board of
Directors.
Sigal
Russo
,
Chief Financial Officer
: Ms. Russo is a Certified Public Accountant licensed in Israel. Most recently, from
September 2008 to June 2018, Ms. Russo served as Senior Director of Finance of Rosetta Genomics Ltd. (NASDAQ: ROSG), a molecular
diagnostics company, where she was responsible for all aspects of Rosetta Genomics’ finances, and reported to the chief
financial officer. Ms. Russo served in various roles at Rosetta Genomics since 2008. Prior to her tenure at Rosetta Genomics,
Ms. Russo was an audit manager at Ernst & Young in Israel, specializing in audits of companies from various fields, both publicly
traded and privately owned American and Israeli entities, from 2004 to 2008. Ms. Russo holds a BA in Economics and Accounting,
from the Ruppin Academic College.
Dr.
Oron Yacoby Zeevi, Chief Scientific Officer of One World Cannabis Ltd.
: Dr. Yacoby Zeevi has served as our Chief Scientific
Officer since February 2018 and has more than 20 years of extensive scientific experience with both private and publicly listed
companies in the biopharmaceutical industry. In 2008, Dr. Yacoby Zeevi joined Neuroderm Ltd (Nasdaq: NDRM), a clinical-stage pharmaceutical
company developing next-generation treatments for central nervous system (CNS) disorders as the Vice President of Research and
Development. From October 2016 until her recent departure in January 2018, she served as Chief Scientific Officer of Neuroderm,
which was sold to Mitsubishi Tanabe Pharma for US $1.1 billion in July 2017. Dr. Yacoby Zeevi, is the inventor of over 50 issued
patents and patents pending. Her expertise lies in industry-oriented innovation and scientific research, accelerating and orchestrating
the evolution of new ideas through R&D PoC, IP, CMC, early efficacy and safety trials, regulatory affairs and market landscape
mapping in fields of unmet medical needs, towards development of commercially viable pharmaceutical or agricultural products.
Dr. Yacobi Zeevi earned her Ph.D. in microbiology and immunology from the Ben Gurion University of Be’er Sheva, Israel and
also holds a degree of Doctor in Veterinary Medicine from the Hebrew University of Jerusalem.
Alon
Sinai, Chief Operating Officer of One World Cannabis Ltd.
: Mr. Sinai has served with our subsidiary since July 1, 2014 and
has served as our Chief Operating Officer since then. He serves as our liaison with the major Israeli medical institutions in
negotiating our collaboration agreements. He is a retired Lieutenant-Colonel who served in the Medical Corps of IDF from 1987
to 2013. Mr. Sinai successfully completed the NATO School Oberammergau Program, NATO’s individual training and education
facility at the operational level. Mr. Sinai recently served as Head of the Doctrine, Instruction and Training Department of the
IDF, where he was responsible for commanding and developing emergency medical facilities, writing professional doctrine and literature
for the IDF Medical Corps and working with foreign militaries. Mr. Sinai is currently pursuing his Ph.D. in Health Systems Management
at Ben-Gurion University of the Negev, where he previously earned an MA in Health Systems Management and a B.EMS in Emergency
Medicine.
Dr.
Yehuda Baruch, Chief Medical Officer and Regulatory Affairs Officer of One World Cannabis Ltd.
: Dr. Baruch has been employed
with our subsidiary since January 2015 and has served as our Chief Medical Officer and Regulatory Affairs Officer since then.
Dr. Baruch served as Head of the Israeli Ministry of Health’s Medical Marijuana Program from 2001 through 2012, directing
its efforts on regulation, chaired the indication committee, secured Helsinki Approvals for medical research, and managed regulation
of patient licensing and dosage. Dr. Baruch has extensive experience in researching medical cannabis, most notably for its effect
on PTSD. From 2004 until December 2014, Dr. Baruch also served as CEO of Abarbanel Mental Health Center in Bat Yam, Israel, prior
to which, he was the director of Israel’s Ministry of Health medical management division, and director general of Be’er
Yakov Mental Health Center. He has taught at Ben-Gurion University of the Negev and Tel Aviv University’s Sackler School
of Medicine. As Colonel in the Israeli Defense Force’s Medical Corps, Dr. Baruch was the director of the Israeli field hospital
in India following the 2001 earthquake and was the director of the joint USA-Israel Mental Health Team operation in Sri Lanka
following the 2004 tsunami. Dr. Baruch was the director of the Health Administration Division in the Israel Ministry of Health
for five years from 1999 to 2004 and for the past 10 years has been the director of Abarbanel Mental Health Center and lecturer
at Ben Gurion and Bar Ilan Universities. Dr. Yehuda Baruch has a MD and MHA both from Tel Aviv University.
Committees
of our Board of Directors
Audit
Committee and Financial Expert
The
audit committee of our Board of Directors was established by our Board of Directors in accordance with Section 3(a)(58)(A) of
the Exchange Act to oversee our corporate accounting and financial reporting processes and audits of our financial statements.
Our audit committee is currently composed of Mr. Stanley Hirsch, who serves as chairman. None of the members of our audit committee
satisfy the current independence standards promulgated by the Securities and Exchange Commission and by The Nasdaq Stock Market,
as such standards apply specifically to members of audit committees. Our Board of Directors has also determined that Mr. Mordechai
Bignitz qualifies as an “audit committee financial expert,” as the Securities and Exchange Commission has defined
that term in Item 407 of Regulation S-K. A copy of the audit committee’s written charter is publicly available on our website
at www.owcpharma.com.
Family
Relationships
There
are no family relationships between any of our directors and our executive officers.
Board
Leadership Structure
The
Board of Directors has responsibility for establishing broad corporate policies and reviewing our overall performance rather than
day-to-day operations. The primary responsibility of our Board of Directors is to oversee the management of our company and, in
doing so, serve the best interests of the company and our stockholders. The Board of Directors selects, evaluates and provides
for the succession of executive officers and, subject to stockholder election, directors. It reviews and approves corporate objectives
and strategies, and evaluates significant policies and proposed major commitments of corporate resources. Our Board of Directors
also participates in decisions that have a potential major economic impact on our company. Management keeps the directors informed
of company activity through regular communication, including written reports and presentations at Board of Directors and committee
meetings.
Although
we have not adopted a formal policy on whether the Chairman and Chief Executive Officer positions should be separate or combined,
we have determined that it is in the best interest of the Company and its shareholders to separate these roles. Mr. Bignitz’s
served as a both the Chairman of our Board of Directors and our Chief Executive Officer until July 24, 2017. Dr. Stanley Hirsch
was appointed as Chairman of the Board on July 24, 2017. He has extensive executive and board level experience for more than the
past 25 years in private and publicly listed companies in biopharmaceutical and agricultural biotech industries, among others,
including direct experience in raising capital and leading M&A activity together with multi-cultural management skills, having
managed companies in Israel, Brazil, UK, China and the United States.
Our
Board of Director’s Role in Risk Oversight
The
Board assesses on an ongoing basis the risks faced by the Company. These risks include financial, technological, competitive,
and operational risks. In addition, effective October 31, 2017, we established an audit committee, which consists of Messrs. Bignitz
and Hirsch.
Director
Independence
Mr.
Hirsch is an independent director and Mr. Bignitz is not “independent” as such term is defined by the applicable listing
standards of The Nasdaq Stock Market LLC.
Code
of Ethics
On
April 15, 2019 we adopted a code of ethics that applies to our directors, officers, and employees, including our principal executive
officer, principal financial officer, principal accounting officer, or persons performing similar functions. If we make any substantive
amendments to, or grant any waivers from, the code of business conduct and ethics for any officer or director, we will disclose
the nature of such amendment or waiver on our website or in a current report on Form 8-K.
Section
16(a) Compliance
Section
16(a) of the Securities Exchange Act of 1934, as amended, requires our Directors and Named Executive Officers, and anyone who
beneficially owns ten percent (10%) or more of our Common Stock, to file with the SEC initial reports of beneficial ownership
and reports of changes in beneficial ownership of Common Stock. Persons required to file such reports also need to provide us
with copies of all Section 16(a) forms they file.
Our
records reflect that all reports which were required to be filed pursuant to Section 16(a) of the Securities Exchange Act of 1934,
as amended, were filed on a timely basis, except that one report, covering one transaction, was not filed by Ms. Hannah Feuer,
a former director, and a Form 3 has was not filed by Dr. Oron Yacoby Zeevi.
EXECUTIVE
AND DIRECTOR COMPENSATION
Summary
compensation table
The
following table contains information concerning the compensation paid during each of the two years ended December 31, 2018 and
2017 to our principal executive officer for the year ended December 31, 2018, and our two other most highly compensated executive
officers for the year ended December 31, 2018 (the “Named Executive Officers”).
Name
and Principal Position
|
|
Year
|
|
|
Salary
|
|
|
Stock
Awards
|
|
|
Option
Awards
(1)
|
|
|
All
Other Compensation
|
|
|
Total
|
|
Mordechai
Bignitz,
CEO and Director
|
|
2018
|
|
|
$
|
117,000
|
|
|
|
-
|
|
|
$
|
-
|
|
|
$
|
1,000
|
(2)
|
|
$
|
118,000
|
|
|
|
2017
|
|
|
$
|
63,000
|
|
|
|
-
|
|
|
$
|
-
|
|
|
|
-
|
|
|
$
|
63,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Yossi
Dagan,
Former Chief Financial Officer
|
|
2018
|
|
|
$
|
104,000
|
|
|
|
-
|
|
|
$
|
-
|
|
|
$
|
34,000
|
(3)
|
|
$
|
138,000
|
|
|
|
2017
|
|
|
$
|
48,000
|
|
|
|
-
|
|
|
$
|
510,000
|
|
|
$
|
3,000
|
(4)
|
|
$
|
561,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dr.
Yehuda Baruch,
Chief Medical Officer
|
|
2018
|
|
|
$
|
91,000
|
|
|
|
-
|
|
|
$
|
-
|
|
|
$
|
21,000
|
(5)
|
|
$
|
112,000
|
|
and
Regulatory Affairs Officer
|
|
2017
|
|
|
$
|
68,000
|
|
|
|
-
|
|
|
$
|
-
|
|
|
$
|
16,000
|
(6)
|
|
$
|
84,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Alon
Sinai,
Chief Operating Officer
|
|
2018
|
|
|
$
|
89,000
|
|
|
|
-
|
|
|
$
|
-
|
|
|
$
|
5,000
|
(7)
|
|
$
|
93,000
|
|
|
|
2017
|
|
|
$
|
63,000
|
|
|
|
-
|
|
|
$
|
-
|
|
|
|
-
|
|
|
$
|
63,000
|
|
|
(1)
|
Amounts
shown in this column consist of the aggregate grant date fair value of stock awards or options to purchase common stock that
were granted during the applicable fiscal year, computed in accordance with FASB ASC Topic 718, “Stock Compensation”.
Our methodology, including our underlying estimates and assumptions used in calculating these values, is set forth in “Notes
2L and 5F (2)” to our Financial Statements, included in our Annual Report on Form 10-K for the year ended December 31,
2018.
|
|
(2)
|
All
Other Compensation reported for Mr. Bignitz for 2018 represents a pension benefit expense of $1,000, paid by the company.
|
|
(3)
|
All
Other Compensation reported for Mr. Dagan for 2018 represents an advanced education fund of $7,000, pension benefit expense
of $13,000 and bonus of $14,000, paid by the company.
|
|
(4)
|
All
Other Compensation reported for Mr. Dagan for 2017 represents an advanced education fund of $1,000, pension benefit expense
of $2,000, paid by the company.
|
|
(5)
|
All
Other Compensation reported for Mr. Baruch for 2018 represents a pension benefit expense of $11,000 and a car lease expense
of $10,000, paid by the company.
|
|
(6)
|
All
Other Compensation reported for Mr. Baruch for 2017 a pension benefit expense of $8,000 and a car lease expense of $8,000,
paid by the company.
|
|
(7)
|
All
Other Compensation reported for Mr. Sinai for 2018 represents a pension benefit expense of $5,000, paid by the company.
|
Narrative
Disclosure to Summary Compensation Table
Mordechai
Bignitz
On
July 15, 2014, we entered into a service agreement with Mr. Bignitz pursuant to which Mr. Bignitz agreed to serve as our Chief
Executive Officer. In 2016, Mr. Bignitz’ compensation was approximately $3,000 per month. On June 1, 2017 Mr. Bignitz’s
compensation was increased to approximately $7,000 per month. Mr. Bignitz’s compensation was increased to approximately
$11,000 on May 21, 2018. On August 1, 2018, our board of directors approved changes to Mr. Bignitz’s compensation arrangement,
in which his salary was decreased to approximately $11,000 per month, and he became entitled to certain pension benefits under
Israeli law that amounted to approximately $1,000 in 2018. In addition, On December 15, 2016, the Company granted Mr. Bignitz
options to purchase 10,000,000 shares of our common stock at an exercise price of $0.05 per share. The options vested 1/3 on the
grant date, and 2/3 on a quarterly basis from the grant date for a period of two years. Mr. Bignitz is entitled to a 60-day early
notice period upon termination of his employment agreement.
Dr.
Yehuda Baruch
Dr.
Baruch was appointed Chief Science Officer on November 2, 2016 and effective February 18, 2018 was appointed as Chief Medical
and Regulatory Affairs Officer. Prior to his appointment, Dr. Baruch served as Director of Research and Regulatory Affairs since
July 15, 2014. In 2016, Dr. Baruch’s compensation was initially determined to be approximately $3,000 per month. On June
1, 2017, Dr. Baruch’s compensation was increased to approximately $7,000 per month. Dr. Baruch is entitled to certain pension
benefits under Israeli law that amounted to approximately $11,000 in 2018. In addition, we paid costs of $10,000 in 2018, for
Dr. Baruch’s use of an automobile. On December 15, 2016, the Company granted Dr. Baruch options to purchase 7,000,000 shares
of our common stock at an exercise price of $0.05 per share. The options vested 1/3 on the grant date, and 2/3 on a quarterly
basis from the grant date for a period of two years. Dr. Baruch is entitled to a 60-day early notice period upon termination of
his employment agreement.
Alon
Sinai
Mr.
Sinai was appointed Chief Operating Officer on July 1, 2014. In 2016, Mr. Sinai’s compensation was determined to be approximately
$3,000 per month. On June 1, 2017 Mr. Sinai’s compensation was increased to approximately $7,000 per month. On February
1, 2018 Mr. Sinai signed an employment agreement with the company, with a salary of approximately $7,000 per month. Mr. Sinai
is entitled to certain pension benefits under Israeli law that amounted to approximately $5,000 in 2018. In addition, On December
15, 2016, the Company granted Mr. Sinai options to purchase 7,000,000 shares of our common stock at an exercise price of $0.05
per share. The options vested 1/3 on the grant date, and 2/3 on a quarterly basis from the grant date for a period of two years.
Mr. Sinai is entitled to a 30-day period upon termination of his agreement.
Yossi
Dagan
On
June 24, 2017 we entered into an employment agreement with Yossi Dagan to serve as our Chief Financial Officer. Mr. Dagan was
entitled to a monthly gross base salary of approximately $7,000 and social benefits including (i) certain pension benefits under
Israeli law that amounted to approximately $14,000 in 2018 and $2,000 in 2017, (ii) advanced study fund that amounted to $7,000
in 2018 and $1,000 in 2017. In addition, Mr. Dagan was entitled to expense reimbursement of approximately $100 per month and cellular
phone expense reimbursement. On April 1, 2018, Mr. Dagan’s scope of employment was decreased from full time shift to 60%.
On July 1, 2018, Mr. Dagan’s compensation was increased to approximately $8,000 per month. On May 25, 2018 Mr. Dagan received
a one- time bonus in the amount of $13,000. Mr. Dagan has been granted options to purchase 1,500,000 shares of our common stock
at an exercise price of $0.05 per share. The options vested 1/3 on the first anniversary and the remaining 2/3 on a quarterly
basis. Upon continuance of Mr. Dagan’s employment, all options should become fully vested by the second anniversary of the
commencement date. Mr. Dagan is entitled to a 90-day early notice period upon termination of the employment agreement. On February
1, 2019, Mr. Dagan resigned from his role as our Chief Financial Officer.
Outstanding
equity awards at Fiscal Year End
The
following table shows all outstanding grants of stock options as of December 31, 2018 to each of the executive officers named
in the Summary Compensation Table. There were no grants of unvested stock awards outstanding as of December 31, 2018. Exercise
prices shown are rounded to the nearest whole cent.
|
|
Option
Awards
|
|
|
|
Name
|
|
Number
of Securities Underlying Unexercised Options (#) Exercisable
|
|
|
Number
of Securities Underlying Unexercised Options (#) Unexercisable
|
|
|
Option
Exercise Price ($)
|
|
|
Option
Expiration
Date
|
|
Mordechai
Bignitz(1)
|
|
|
10,000,000
|
|
|
|
-
|
|
|
|
0.05
|
|
|
December
14, 2026
|
|
Yehuda
Baruch(2)
|
|
|
7,000,000
|
|
|
|
-
|
|
|
|
0.05
|
|
|
December
14, 2026
|
|
Alon
Sinai(3)
|
|
|
7,000,000
|
|
|
|
-
|
|
|
|
0.05
|
|
|
December
14, 2026
|
|
Yossi
Dagan(4)
|
|
|
625,000
|
|
|
|
875,000
|
|
|
|
0.05
|
|
|
May
1, 2019
|
|
|
(1)
|
Mr.
Bignitz was awarded an option to purchase 10,000,000 shares of common stock on December 15, 2016. The options vested 1/3 on
the grant date, and 2/3 on a quarterly basis from the grant date for a period of two years, provided that at the relevant
vesting dates the executive continues his service to the Company.
|
|
(2)
|
Dr.
Baruch was awarded an option to purchase 7,000,000 shares of common stock on December 15, 2016. The options vested 1/3 on
the grant date, and 2/3 on a quarterly basis from the grant date for a period of two years, provided that at the relevant
vesting dates the executive continues his service to the Company.
|
|
(3)
|
Mr.
Sinai was awarded an option to purchase 7,000,000 shares of common stock on December 15, 2016. The options vested 1/3 on the
grant date, and 2/3 on a quarterly basis from the grant date for a period of two years, provided that at the relevant vesting
dates the executive continues his service to the Company.
|
|
(4)
|
Mr.
Dagan was awarded an option to purchase 1,500,000 shares of common stock on August 1, 2017. The options vested 1/3 on the
first anniversary, and 2/3 on a quarterly basis from the grant date for a period of two years, provided that at the relevant
vesting dates the executive continues his service to the Company. On February 1, 2019, Mr. Dagan resigned from his role as
our Chief Financial Officer.
|
Option
Exercises and Stock Vested in 2018
There
were not any exercises of options to purchase our common stock or vesting of stock awards held by each executive officer named
in the Summary Compensation Table during the fiscal year ended December 31, 2018.
Potential
Payments upon Termination or resignation of employment or Change in Control
Mordechai
Bignitz
Upon
Termination or resignation of employment, Mr. Bignitz will be entitled to get paid for his accrued vacation days, in an amount
of $1,000. Mr. Bignitz is not entitled to any compensation upon a change in control of the Company.
Dr.
Yehuda Baruch
Upon
Termination or resignation of employment, Dr. Baruch will be entitled to get paid for his accrued vacation days, in an amount
of $21,000. Dr. Baruch is not entitled to any compensation upon a change in control of the Company.
Alon
Sinai
Upon
Termination or resignation of employment, Mr. Sinai will be entitled to get paid for his accrued vacation days, in an amount of
$7,000. Mr. Sinai is not entitled to any compensation upon a change in control of the Company.
Yossi
Dagan
Upon
his resignation, Mr. Dagan, was paid $12,000 for his accrued vacation days.
Directors
compensation
The
following table shows the total compensation paid or accrued during the fiscal year ended December 31, 2018 to each of our non-employee
directors. Directors who are employed by us are not compensated for their service on our Board of Directors.
Name
|
|
Fees
Earned or Paid in Cash
|
|
|
Stock
Awards
|
|
|
Option
Awards
(1)
|
|
|
All
Other Compensation
|
|
|
Total
|
|
Dr.
Stanley Hirsch (2)
|
|
$
|
83,000
|
|
|
|
-
|
|
|
$
|
-
|
|
|
|
-
|
|
|
$
|
83,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ms.
Hannah Feuer (3)
|
|
$
|
8,000
|
|
|
|
-
|
|
|
$
|
63,000
|
|
|
|
-
|
|
|
$
|
8,000
|
|
(1)
|
These
amounts represent the aggregate grant date fair value of options granted to each director in 2018 computed in accordance with
FASB ASC Topic 718. A discussion of the assumptions used in determining grant date fair value may be found in Note 2L and
5f (2) to our Financial Statements, included in our Annual Report on Form 10-K for the year ended 2018.
|
|
|
(2)
|
On
July 24, 2017, we entered into a consulting agreement with Dr. Stanley Hirsch, our Chairman of the Board. Pursuant to his
consulting agreement, Mr. Hirsch is entitled to a monthly payment of approximately $7,000. In addition, on July 24, 2017,
Mr. Hirsch was granted options to purchase 1,500,000 shares of our common stock at an exercise price of $0.05 per share, which
options vested 1/3 on the grant date, 1/3 on the first anniversary and the remaining 2/3 on a quarterly basis (8.33% per quarter).
Dr. Hirsch is entitled to an early notice of 60 days upon termination of the consulting agreement.
|
|
|
(3)
|
On
October 31, 2017, Ms. Hannah Feuer was appointed to serve as our audit committee Chairperson. Ms. Feuer was entitled to a
compensation of $950 for attendance at meetings of our Board of Directors; (ii) $560 for telephonic participation at meetings
of our Board of Directors; (iii) $470 for execution of resolutions of our Board of Directors. In addition, on February 12,
2018, Ms. Feuer was granted options to purchase 150,000 shares of our common stock at an exercise price of $0.05 per share.
The options vested 1/3 on the first anniversary and the remaining 2/3 on a quarterly basis. On August 20, 2018, Ms. Feuer
resigned from her position and all the stock options have therefore been forfeited and no expense was recognized.
|
Equity
Compensation Plan Information
As
of December 31, 2018, we had one equity compensation plan in place under which shares of our common stock were authorized for
issuance:
Plan
Category
|
|
Number
of securities to be issued upon exercise of outstanding options, warrants and rights
|
|
|
Weighted
average exercise price of outstanding options, warrants and rights
|
|
|
Number
of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column
(a))
|
|
|
|
(a)
|
|
|
(b)
|
|
|
(c)
|
|
Equity
compensation plans approved by security holders(1)
|
|
|
27,250,000
|
|
|
$
|
0.05
|
|
|
|
8,456,094
|
|
Equity
compensation plans not approved by security holders
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Total
|
|
|
27,250,000
|
|
|
$
|
0.05
|
|
|
|
8,456,094
|
|
|
(1)
|
Consists
of the 2016 Amended and Restated Employees Share Option Plan
|
CERTAIN
RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
Other
than the compensation paid to our executive officers or as disclosed below, since January 1, 2016, there have been no transactions,
or proposed transactions, which have materially affected or will materially affect us in which any director, executive officer
of the Company or executive officer of our subsidiary, or beneficial holder of more than 5% of the outstanding common stock, or
any of their respective relatives, spouses, associates or affiliates, has had or will have any direct or material indirect interest.
We have no policy regarding entering into transactions with affiliated parties.
PRINCIPAL
STOCKHOLDERS
The
table below provides information regarding the beneficial ownership of the common stock as of May 1, 2019, of (1) each person
or entity known to us who owns beneficially 5% or more of the shares of our outstanding common stock, (2) each of our directors,
(3) each of the Named Executive Officers, and (4) all of our current directors and officers as a group. Applicable percentages
are based on 194,624,562 shares outstanding on May 15, 2019, adjusted as required by rules promulgated by the SEC. Beneficial
ownership is determined under SEC rules and includes sole or shared power to vote or dispose of shares of our common stock. The
number and percentage of shares beneficially owned by a person or entity also include shares of common stock subject to stock
options that are currently exercisable or become exercisable within 60 days of May 15, 2019. However, these shares are not deemed
to be outstanding for the purpose of computing the percentage of shares beneficially owned of any other person or entity. Except
as indicated in footnotes to the table below or, where applicable, to the extent authority is shared by spouses under community
property laws, the beneficial owners named in the table have, to our knowledge, sole voting and dispositive power with respect
to all shares of common stock shown to be beneficially owned by them based on information provided to us by such stockholders
Unless otherwise indicated below, the address for each beneficial owner listed is c/o OWC Pharmaceutical Research Corp., at 2
Ben Gurion Street, P.O. Box 73, Ramat Gan, 5257334, Israel.
|
|
Shares
Beneficially Owned
|
|
|
|
Number
|
|
|
Percent
|
|
Name
and Address of Beneficial Owner**
|
|
|
|
|
|
|
Directors
and Named Executive Officers:
|
|
|
|
|
|
|
|
|
Mordechai
Bignitz
(2)
|
|
|
10,000,000
|
|
|
|
4.89
|
%
|
Dr.
Stanley Hirsch
(3)
|
|
|
1,500,000
|
|
|
|
*
|
|
Alon
Sinai
(4)
|
|
|
7,000,000
|
|
|
|
3.47
|
%
|
Dr.
Yehuda Baruch
(5)
|
|
|
9,120,000
|
|
|
|
4.52
|
%
|
Yossi Dagan
|
|
|
-
|
|
|
|
-
|
|
Oron
Yacoby Zeevi
(6)
|
|
|
750,000
|
|
|
|
*
|
|
All
directors and current executive officers as a group (8 persons)
(7)
|
|
|
28,370,000
|
|
|
|
12.84
|
%
|
*
Less than one percent
(1)
Includes shares of common stock that may be acquired upon exercise of options, warrants and other rights exercisable within 60
days of May 15, 2019.
(2)
Consists of 10,000,000 shares of our common stock issuable upon the exercise of options to purchase our common stock within 60
days of May 15, 2019.
(3)
Consists of 1,500,000 shares of our common stock issuable upon the exercise of options to purchase our common stock within 60
days of May 15, 2019.
(4)
Consists of 7,000,000 shares of our common stock issuable upon the exercise of options to purchase our common stock within 60
days of May 15, 2019.
(5)
Includes 2,120,000 shares of our common stock, 7,000,000 shares of our common stock issuable upon the exercise of options to purchase
our common stock within 60 days of May 15, 2019.
(6)
Consist of 750,000 shares of our common stock issuable upon the exercise of options to purchase our common stock within 60 days
of May 15, 2019.
(7)
See footnotes (2) to (6).
DESCRIPTION
OF CAPITAL STOCK
Our
authorized capital stock consists of 500,000,000 shares of common stock, par value $0.00001 per share, and 20,000,000 shares of
preferred stock, par value $0.00001 per share, of which 500 shares have been designated as “Series A Preferred Stock.”
As of May 17, 2019, there were issued and outstanding:
|
●
|
194,624,562
shares of common stock;
|
|
●
|
433
shares of our Series A Preferred Stock, which are currently convertible into 2,514,755,816 shares of our common stock;
|
|
●
|
options
to purchase 29,000,000 shares of common stock; and
|
|
●
|
warrants
to purchase 17,935,469 shares of commons stock.
|
Common
Stock
Holders
of our common stock are entitled to one vote for each share held in the election of directors and in all other matters to be voted
on by the stockholders. There is no cumulative voting in the election of directors. Holders of common stock are entitled to receive
dividends as may be declared from time to time by our board of directors out of funds legally available therefor. In the event
of liquidation, dissolution or winding up of the corporation, holders of common stock are to share in all assets remaining after
the payment of liabilities. Holders of common stock have no pre-emptive or conversion rights and are not subject to further calls
or assessments. There are no redemption or sinking fund provisions applicable to the common stock. All of the outstanding shares
of common stock are fully paid and non-assessable.
Preferred
Stock
Our
certificate of incorporation authorizes 20,000,000 shares of preferred stock, of which 500 shares have been designated
as “Series A Preferred Stock.” It permits our Board of Directors to fix the powers, preferences, rights, qualifications,
limitations or restrictions of the preferred stock and any series thereof. Other than our Series A Preferred Stock described below,
no other shares of our preferred stock has been issued and no such shares were subject to outstanding options and other rights
to purchase or acquire.
Series
A Preferred Stock
As
of May 17, 2019, there were issued and outstanding 433 shares of the Series A Preferred Shares, which are currently convertible
into 2,514,755,816 shares of our common stock at a conversion price of $0.20, subject to adjustment pursuant to the anti-dilution
provisions of the Preferred Shares. The Series A Preferred Shares have a beneficial ownership limitation such that none of the
holders of the Series A Preferred Shares have the right to convert the Series A Preferred Shares to the extent that after giving
effect to such conversion, the holder (together with its affiliates and any other persons acting as a group together with the
holder or any of the holder’s affiliates) would beneficially own in excess of 4.99% (the “Maximum Percentage”)
of the shares of our common stock outstanding immediately after giving effect to such conversion. By written notice to us, however,
a holder of the Series A Preferred Shares may waive the Maximum Percentage provision, which such notice will be effective 61 calendar
days after the date of such notice.
On
November 27, 2018, as a result of a “triggering event,” as further described below, the conversion price of the Series
A Preferred Shares was adjusted to an amount equal to (A) 75% of the quotient determined by dividing (x) the sum of the three
(3) lowest closing prices of our common stock during the period beginning ten (10) trading days prior to such triggering event
conversion date and ending three (3) trading days after the shares of common stock are received into the investor’s brokerage
account and fully cleared for trading, by (y) three (3), minus (B) $0.01. As of May 17, 2019, the Investor converted an aggregate
of 67 shares of Preferred Stock into an aggregate of 46,865,656 shares of the Common Stock at the conversion prices in effect
on the respective conversion dates and in payment of dividends on the Preferred Stock.
The
Series A Preferred Shares rank senior to our common stock with respect to dividends, redemption rights, distributions and payments
upon the liquidation, dissolution and winding up of the Company. Holders of the Series A Preferred Shares are entitled to vote
on all matters requiring a vote of the shareholder of the Company as a single stock, and each holder of the Series A Preferred
Shares is entitled to vote the number of shares of common stock into which such holders Series A Preferred Shares would be convertible
into as of the record date.
Holders
of the Series A Preferred Shares are entitled to receive dividends on each share of the Series A Preferred Stock, payable quarterly
on March 31, June 30, September 30 and December 31, commencing June 30, 2018 (which will be prorated) in an amount equal to 5%
per annum of the stated value ($10,000 per share of the Series A Preferred Stock) and which shall be cumulative. Such dividends
are to be paid in cash or freely tradeable shares of our common stock at our sole discretion, subject to certain conditions. If
in the event the we elect to pay a dividend in shares of our common stock to the holders of the Series A Preferred Shares, the
number of shares of our common stock will be determined in accordance with the terms of the Series A Preferred Shares. The Company
may only elect to pay cash dividends to the Series A Preferred Shares to the extent there are amounts available for the payment
of dividends in accordance with applicable Delaware law.
The
terms of the Preferred Shares contain both mandatory and conditional redemption provisions. Certain mandatory redemption provisions
provide that, beginning January 25, 2019 and continuing for every thirty-day period thereafter (each a “Mandatory Redemption
Date”), we are required to offer to redeem 1/12
th
of the outstanding Series A Preferred Shares for an amount
equal to 110% of the stated value ($10,000) of such shares of Series A Preferred Stock plus any accrued but unpaid dividends to
the Mandatory Redemption Date (the “Mandatory Redemption Amount”), and may be redeemed in cash or, at our sole discretion,
freely tradeable shares of our common stock, subject to certain conditions. In addition, if we receive gross cash proceeds of
$10,000,000 or more in connection with a closing of an offering of our securities, the terms of the Series A Preferred Shares
require us to make an offer to the holders of shares of the Series A Preferred Stock to redeem fifty percent (50%) of the outstanding
Series A Preferred Shares at either (i) 115% of the stated value of each Preferred Share ($10,000) plus any unpaid accrued dividends
if redeemed on or prior to October 30, 2018 or (ii) 120% of the stated value of each Preferred Share ($10,000) plus any unpaid
accrued dividends if redeemed after October 30, 2018 (the “Redemption Premium”). In the event of an asset sale resulting
in an amount of proceeds in excess of $500,000, we are required to offer to redeem to 100% of the outstanding Series A Preferred
Shares for the Redemption Premium. We may also be required, at the option of holders of the Series A Preferred Shares to redeem
any outstanding shares of Series A Preferred Stock upon a change of control or bankruptcy event.
The
terms of the Series A Preferred Shares contain a deemed liquidation preference and provide for anti-dilution protection for issuances
of shares of our common stock at a price per share less than a price equal to the conversion price.
Warrants
As
of May 17, 2019, we had warrants outstanding to purchase 17,935,469 shares of our common stock at a weighted average exercise
price of $0.25.
We
have issued a few classes of warrants that are currently outstanding. The following table present a summary of our warrants outstanding:
|
|
Number
of Warrants outstanding
|
|
|
Weighted
average exercise price
|
|
|
Weighted
average remaining contractual term (years)
|
|
Class
H Warrants
|
|
|
2,935,469
|
|
|
$
|
0.4
|
|
|
|
0.61
|
|
Warrants
granted in connection with the April 2018 PIPE
|
|
|
15,000,000
|
|
|
$
|
0.22
|
|
|
|
3.67
|
|
Warrants
outstanding at May 17, 2019
|
|
|
17,935,469
|
|
|
$
|
0.25
|
|
|
|
3.17
|
|
Options
As
of May 17, 2019, 29,000,000 shares of our common stock were issuable upon the exercise of outstanding stock options, at
a weighted average exercise price of $0.06 per share.
Anti-Takeover
Provisions
Provisions
in our certificate of incorporation and bylaws may discourage certain types of transactions involving an actual or potential change
of control of our company which might be beneficial to us or our security holders.
As
noted above, our certificate of incorporation permits our board of directors to issue shares of any class or series of preferred
stock in the future without stockholder approval and upon such terms as our board of directors may determine. The rights of the
holders of common stock will be subject to, and may be adversely affected by, the rights of the holders of any class or series
of preferred stock that may be issued in the future.
Our
bylaws generally provide that any board vacancy, including a vacancy resulting from an increase in the authorized number of directors,
may be filled by a majority of the directors, even if less than a quorum. Additionally, our bylaws provide that annual meetings
may only be called by the Board of Directors and special meetings of the stockholders for the purpose of taking any action permitted
to be taken by the stockholders under Delaware law or our certificate of incorporation may be called by the chairman of the board
or the president or any vice president or the board of directors or by the holders of shares entitled to cast not less than 10
percent of the votes at the meeting. These provisions may prevent shareholders from bringing matters before a meeting of shareholders
or from making nominations for directors at an annual meeting of shareholders.
Anti-takeover
effects of Delaware law, our amended and restated certificate of incorporation and our amended and restated by-laws
Our
amended and restated certificate of incorporation and amended and restated by-laws include a number of provisions that may have
the effect of encouraging persons considering unsolicited tender offers or other unilateral takeover proposals to negotiate with
our board of directors rather than pursue non-negotiated takeover attempts. These provisions include the items described below.
Board
composition and filling vacancies
In
accordance with our amended and restated certificate of incorporation, any vacancy on our board of directors, however occurring,
including a vacancy resulting from an increase in the size of our board of directors, may only be filled by the affirmative vote
of a majority of our directors then in office, even if less than a quorum.
No
written consent of stockholders
Our
amended and restated certificate of incorporation provides that all stockholder actions are required to be taken by a vote of
the stockholders at an annual or special meeting, and that stockholders may not take any action by written consent in lieu of
a meeting.
Amendment
to by-laws and certificate of incorporation
As
required by the Delaware General Corporation Law, any amendment of our amended and restated certificate of incorporation must
first be approved by a majority of our board of directors and, if required by law or our amended and restated certificate of incorporation,
thereafter be approved by a majority of the outstanding shares entitled to vote on the amendment, and a majority of the outstanding
shares of each class entitled to vote thereon as a class
Blank
check preferred stock
Our
amended and restated certificate of incorporation provides for 20,000,000 authorized shares of preferred stock. The existence
of authorized but unissued shares of preferred stock may enable our board of directors to render more difficult or to discourage
an attempt to obtain control of us by means of a merger, tender offer, proxy contest or otherwise. For example, if in the due
exercise of its fiduciary obligations, our board of directors were to determine that a takeover proposal is not in the best interests
of us or our stockholders, our board of directors could cause shares of preferred stock to be issued without stockholder approval
in one or more private offerings or other transactions that might dilute the voting or other rights of the proposed acquirer or
insurgent stockholder or stockholder group. In this regard, our amended and restated certificate of incorporation grants our board
of directors broad power to establish the rights and preferences of authorized and unissued shares of preferred stock. The issuance
of shares of preferred stock could decrease the amount of earnings and assets available for distribution to holders of shares
of common stock. The issuance may also adversely affect the rights and powers, including voting rights, of these holders and may
have the effect of delaying, deterring or preventing a change in control of us.
As
of May 17, 2019, there were issued and outstanding 433 shares of our Series A Preferred Stock.
Section
203 of the Delaware General Corporation Law
We
are subject to the provisions of Section 203 of the Delaware General Corporation Law. In general, Section 203 prohibits a publicly-held
Delaware corporation from engaging in a “business combination” with an “interested stockholder” for a
three-year period following the time that this stockholder becomes an interested stockholder, unless the business combination
is approved in a prescribed manner. A “business combination” includes, among other things, a merger, asset or stock
sale or other transaction resulting in a financial benefit to the interested stockholder. An “interested stockholder”
is a person who, together with affiliates and associates, owns, or did own within three years prior to the determination of interested
stockholder status, 15% or more of the corporation’s voting stock.
Under
Section 203, a business combination between a corporation and an interested stockholder is prohibited unless it satisfies one
of the following conditions:
●
|
before
the stockholder became interested, the board of directors approved either the business combination or the transaction that
resulted in the stockholder becoming an interested stockholder;
|
|
|
●
|
upon
consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder
owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for
purposes of determining the voting stock outstanding, shares owned by persons who are directors and also officers, and employee
stock plans, in some instances; or
|
|
|
●
|
at
or after the time the stockholder became interested, the business combination was approved by the board of directors of the
corporation and authorized at an annual or special meeting of the stockholders by the affirmative vote of at least two-thirds
of the outstanding voting stock that is not owned by the interested stockholder.
|
A
Delaware corporation may “opt out” of these provisions with an express provision in its original certificate of incorporation
or an express provision in its amended and restated certificate of incorporation or by-laws resulting from a stockholders’
amendment approved by at least a majority of the outstanding voting shares. We have not opted out of these provisions. As a result,
mergers or other takeover or change in control attempts of us may be discouraged or prevented.
OTCQB
Quotation
Our
common stock is quoted on the OTCQB under the symbol “OWCP.”
Transfer
agent and registrar
The
transfer agent of our common stock is VStock Transfer LLC, 18 Lafayette Place, Woodmere, NY 11598, (212) 828-8436.
SELLING
STOCKHOLDER
This
prospectus relates to the offer and sale from time to time of up to 270,000,000 shares of our common stock by the selling
stockholder listed on page 74 of this prospectus. The number of shares offered for sale by the selling stockholder consists of
up to (i) 257,500,000 shares of our common stock currently issuable upon the conversion of, and in payment of dividends
on, 433 shares of our series of preferred stock designated as Series A Preferred Shares held by the selling stockholder and (ii)
12,500,000 shares of our common stock currently issuable upon exercise of 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. We previously registered the resale of 140% of the shares of
our common stock initially issuable upon conversion of the Series A Preferred Shares and shares of our common stock issuable upon
exercise of the Warrants, or an aggregate of 47,500,000 shares of our common stock. On November 27, 2018, as a result of a “triggering
event,” the conversion price of the Series A Preferred Shares was adjusted downward to an amount equal to (A) 75% of the
quotient determined by dividing (x) the sum of the three (3) lowest closing prices of our common stock during the period beginning
ten (10) trading days prior to such triggering event conversion date and ending three (3) trading days after the shares of common
stock are received into the investor’s brokerage account and fully cleared for trading, by (y) three (3), minus (B) $0.01.
As of May 17, 2019, we had issued 46,865,656 shares of our common stock to the Investor upon conversion of, and in payment in
dividends on, 67 Series A Preferred Shares, of which 41,690,716 shares have been previously resold. For additional information
regarding the issuance of the Preferred Shares and Warrants, see “Prospectus Summary—April 2018 PIPE.” We are
registering the shares of our common stock in order to permit the selling stockholder to offer the shares for resale from time
to time. The selling stockholder is an investor who has had no position, office, or other material relationship (other than as
a purchaser of securities) with us or any of our affiliates within the past three years. Our knowledge is based on information
provided by the selling stockholder questionnaire in connection with the filing of this prospectus.
The
table below lists the selling stockholder and other information regarding the beneficial ownership (as determined under Section
13(d) of the Exchange Act and the rules and regulations thereunder) of the shares of common stock held by the selling stockholder.
The second column lists the number of shares of common stock and percentage of shares of common stock beneficially owned by the
selling stockholder, based on their respective ownership of shares of common stock, as of May 17, 2019, assuming conversion
of the Series A Preferred Shares and exercise of the Warrants held by such selling stockholder on that date but taking account
of any limitations on exercise set forth therein. The percentage of shares beneficially owned prior to the offering is based on
194,624,562 shares of our common stock outstanding as of May 17, 2019. The number of shares in the column “Maximum
Number of Shares of Common Stock to be Sold Pursuant to this Prospectus” represents all of the shares that the selling stockholder
may offer under this prospectus and does not take into account any limitations on the conversion of Series A Preferred Shares
and exercise of Warrants set forth therein.
Under
the terms of the Series A Preferred Shares, the holder does not have the right to convert the Series A Preferred Shares to the
extent that after giving effect to such conversion, the holder (together with its affiliates and any other persons acting as a
group together with the holder or any of the holder’s affiliates) would beneficially own in excess of the Maximum Percentage
of the shares of our common stock outstanding immediately after giving effect to such conversion. By written notice to us, however,
the holder may waive the Maximum Percentage provision, which such notice will be effective sixty-one (61) calendar days after
the date of such notice. Similarly, under the terms of the Warrants, the holder does not have the right to exercise the Warrants
to the extent that after giving effect to such exercise, the holder (together with its affiliates and any other persons acting
as a group together with the holder or any of the holder’s affiliates) would beneficially own in excess of the Maximum Percentage.
However, by sixty-one (61) days’ prior notice to us the holder may from time to time increase or decrease the Maximum Percentage
to any other percentage not in excess of 9.99%. The numbers in the second and fourth columns reflect these limitations. The selling
stockholder may sell all, some or none of their shares in this offering. See “Plan of Distribution.”
Information
about the selling stockholder may change over time. Any changed information will be set forth in an amendment to the registration
statement or supplement to this prospectus, to the extent required by law.
|
|
Shares
of Common Stock
Beneficially Owned
Prior to this Offering
|
|
|
Maximum
Number of Shares of Common Stock to be Sold Pursuant to this Prospectus
|
|
|
Shares
of Common Stock
To Be Beneficially Owned
Upon Completion of this Offering (1)
|
|
Selling
Stockholder
|
|
Number
|
|
|
Percentage
|
|
|
|
|
|
Number
|
|
|
Percentage
|
|
Discover
Growth Fund (1)
|
|
|
5,174,940
|
(2)
|
|
|
2.66
|
%(2)
|
|
|
263,930
,000
|
(2)
|
|
|
0
|
|
|
|
―
|
|
(1)
|
Assumes
the selling stockholder sells all of the shares of common stock included in this prospectus.
|
|
|
(2)
|
Ownership
of our common stock by Discover Growth Fund includes (i) 251,430,000 shares of our common stock issuable upon the conversion
of, and in payment of dividends on, the Series A Preferred Shares held by the selling stockholder and (ii) 12,500,000 shares
of common stock issuable upon the exercise of the Warrants held by the selling stockholder. Under the terms of the Series
A Preferred Shares, the holder does not have the right to convert the Series A Preferred Shares to the extent that after giving
effect to such conversion, the holder (together with its affiliates and any other persons acting as a group together with
the holder or any of the holder’s affiliates) would beneficially own in excess of the Maximum Percentage) of the shares
of our common stock outstanding immediately after giving effect to such conversion. By written notice to us, however, the
holder may waive the Maximum Percentage provision, which such notice will be effective sixty-one (61) calendar days after
the date of such notice. Similarly, under the terms of the Warrants, the holder does not have the right to exercise the Warrants
to the extent that after giving effect to such exercise, the holder (together with its affiliates and any other persons acting
as a group together with the holder or any of the holder’s affiliates) would beneficially own in excess of the Maximum
Percentage. However, by sixty-one (61) days’ prior notice to us the holder may from time to time increase or decrease
the Maximum Percentage to any other percentage not in excess of 9.99%. The numbers in the second column reflect these limitations.
The selling stockholder may sell all, some or none of their shares in this offering. See “Plan of Distribution.”
David Sims, the Director of Discover Growth Fund, is the natural person with voting and dispositive power over the shares
held by the selling stockholder. The selling stockholder’s address is 103 South Church Street, 4
th
Floor,
Grand Cayman KY1-1002, Cayman Islands.
|
PLAN
OF DISTRIBUTION
The
selling stockholders, which as used herein includes donees, pledgees, transferees or other successors-in-interest selling shares
of common stock or interests in shares of common stock received after the date of this prospectus from a selling stockholder as
a gift, pledge, partnership distribution or other transfer, may, from time to time, sell, transfer or otherwise dispose of any
or all of their shares of common stock or interests in shares of common stock on any stock exchange, market or trading facility
on which the shares are traded or in private transactions. These dispositions may be at fixed prices, at prevailing market prices
at the time of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale, or at
negotiated prices.
The
selling stockholders may use any one or more of the following methods when disposing of shares or interests therein:
|
●
|
ordinary
brokerage transactions and transactions in which the broker-dealer solicits purchasers;
|
|
|
|
|
●
|
block
trades in which the broker-dealer will attempt to sell the shares as agent, but may position and resell a portion of the block
as principal to facilitate the transaction;
|
|
|
|
|
●
|
purchases
by a broker-dealer as principal and resale by the broker-dealer for its account;
|
|
|
|
|
●
|
an
exchange distribution in accordance with the rules of the applicable exchange;
|
|
|
|
|
●
|
privately
negotiated transactions;
|
|
|
|
|
●
|
short
sales effected after the date the registration statement of which this prospectus is a part is declared effective by the SEC;
|
|
|
|
|
●
|
through
the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;
|
|
|
|
|
●
|
broker-dealers
may agree with the selling stockholders to sell a specified number of such shares at a stipulated price per share;
|
|
|
|
|
●
|
a
combination of any such methods of sale; and
|
|
|
|
|
●
|
any
other method permitted by applicable law.
|
The
selling stockholders may, from time to time, pledge or grant a security interest in some or all of the shares of common stock
owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer
and sell the shares of common stock, from time to time, under this prospectus, or under an amendment to this prospectus under
Rule 424(b)(3) or other applicable provision of the Securities Act amending the list of selling stockholders to include the pledgee,
transferee or other successors-in-interest as selling stockholders under this prospectus. The selling stockholders also may transfer
the shares of common stock in other circumstances, in which case the transferees, pledgees or other successors-in-interest will
be the selling beneficial owners for purposes of this prospectus.
In
connection with the sale of our common stock or interests therein, the selling stockholders may enter into hedging transactions
with broker-dealers or other financial institutions, which may in turn engage in short sales of the common stock in the course
of hedging the positions they assume. The selling stockholders may also sell shares of our common stock short and deliver these
securities to close out their short positions, or loan or pledge the common stock to broker-dealers that in turn may sell these
securities. The selling stockholders may also enter into option or other transactions with broker-dealers or other financial institutions
or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution
of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this
prospectus (as supplemented or amended to reflect such transaction).
The
aggregate proceeds to the selling stockholders from the sale of the common stock offered by them will be the purchase price of
the common stock less discounts or commissions, if any. Each of the selling stockholders reserves the right to accept and, together
with their agents from time to time, to reject, in whole or in part, any proposed purchase of common stock to be made directly
or through agents. We will not receive any of the proceeds from this offering. Upon any exercise of the Warrants by payment of
cash, however, we will receive the exercise price of the Warrants.
The
selling stockholders also may resell all or a portion of the shares in open market transactions in reliance upon Rule 144 under
the Securities Act, provided that they meet the criteria and conform to the requirements of that rule.
The
selling stockholders and any underwriters, broker-dealers or agents that participate in the sale of the common stock or interests
therein may be “underwriters” within the meaning of Section 2(11) of the Securities Act. Any discounts, commissions,
concessions or profit they earn on any resale of the shares may be underwriting discounts and commissions under the Securities
Act. Selling stockholders who are “underwriters” within the meaning of Section 2(11) of the Securities Act will be
subject to the prospectus delivery requirements of the Securities Act.
To
the extent required, the shares of our common stock to be sold, the names of the selling stockholders, the respective purchase
prices and public offering prices, the names of any agents, dealer or underwriter, any applicable commissions or discounts with
respect to a particular offer will be set forth in an accompanying prospectus supplement or, if appropriate, a post-effective
amendment to the registration statement of which this prospectus is a part.
In
order to comply with the securities laws of some states, if applicable, the common stock may be sold in these jurisdictions only
through registered or licensed brokers or dealers. In addition, in some states the common stock may not be sold unless it has
been registered or qualified for sale or an exemption from registration or qualification requirements is available and is complied
with.
We
have advised the selling stockholders that the anti-manipulation rules of Regulation M under the Exchange Act may apply to sales
of shares in the market and to the activities of the selling stockholders and their affiliates. In addition, to the extent applicable
we will make copies of this prospectus (as it may be supplemented or amended from time to time) available to the selling stockholders
for the purpose of satisfying the prospectus delivery requirements of the Securities Act. The selling stockholders may indemnify
any broker-dealer that participates in transactions involving the sale of the shares against certain liabilities, including liabilities
arising under the Securities Act.
We
will pay all expenses of the registration of the shares of common stock pursuant to the Registration Rights Agreement, including,
without limitation, SEC filing fees and expenses of compliance with state securities or “blue sky” laws; provided,
however, that each selling stockholder will pay all sales or brokerage commissions. We will indemnify the selling stockholders
against certain liabilities, including some liabilities under the Securities Act, in accordance with the Registration Rights Agreement,
or the selling stockholders will be entitled to contribution.
We
have agreed with the selling stockholders to keep the registration statement of which this prospectus is a part effective until
the earlier of the date on which (i) the selling stockholder has sold all of the shares covered by this prospectus or (ii) all
of the shares may be sold without restriction pursuant to Rule 144 of the Securities Act.
LEGAL
MATTERS
The
validity of the shares of common stock offered in this prospectus will be passed upon for us by Mintz, Levin, Cohn, Ferris, Glovsky
and Popeo, P.C., New York, New York.
EXPERTS
The
audited financial statements included in this prospectus and elsewhere in the registration statement have been so included in
reliance on the report of Fahn Kanne & Co., the Israeli member firm of Grant Thornton International Ltd, independent registered
public accountants, upon the authority of said firm as experts in auditing and accounting.
WHERE
YOU CAN FIND MORE INFORMATION
We
have filed with the SEC a registration statement on Form S-1, including exhibits and schedules, under the Securities Act that
registers the shares of our common stock to be sold in this offering. This prospectus does not contain all the information contained
in the registration statement and the exhibits and schedules filed as part of the registration statement. For further information
with respect to us and our common stock, we refer you to the registration statement, including all amendments, supplements, schedules
and exhibits thereto. Statements contained in this prospectus as to the contents of any contract or other document are not necessarily
complete, and each such statement is qualified in all respects by reference to the full text of such contract or other document
filed as an exhibit to the registration statement. If a contract or document has been filed as an exhibit to the registration
statement, we refer you to the copies of the contract or document that has been filed. Each statement in this prospectus relating
to a contract or document filed as an exhibit is qualified in all respects by the filed exhibit.
We
file annual, quarterly and current reports, proxy statements and other information with the SEC under the Exchange Act. You can
read our SEC filings, including the registration statement, at the SEC’s website at www.sec.gov.
You
may read and copy this information at the SEC’s Public Reference Room at 100 F Street, N.E., Washington D.C. 20549, at prescribed
rates. You may obtain information regarding the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The
SEC also maintains a website (
http://www.sec.gov
) that contains reports, proxy and information statements and other information
regarding issuers that file electronically with the SEC.
Our
website address is www.owcpharma.com. The information contained in, and that can be accessed through, our website is not incorporated
into and shall not be deemed to be part of this prospectus. We have included our website address in this prospectus solely as
an inactive textual reference.
OWC
Pharmaceutical Research Corp.
INDEX
TO FINANCIAL STATEMENTS
OWC
PHARMACEUTICAL RESEARCH CORP. AND SUBSIDIARY
CONDENSED
CONSOLIDATED BALANCE SHEETS
(In
thousands, except share and per share amounts)
|
|
US
dollars (except share data)
|
|
|
|
March
31, 2019
|
|
|
December
31, 2018
|
|
|
|
(unaudited)
|
|
|
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
Assets:
|
|
|
|
|
|
|
|
|
Cash
and cash equivalents
|
|
|
2,800
|
|
|
|
3,464
|
|
Other
current assets
|
|
|
54
|
|
|
|
52
|
|
Total
Current Assets
|
|
|
2,854
|
|
|
|
3,516
|
|
|
|
|
|
|
|
|
|
|
Property
and equipment, net
|
|
|
35
|
|
|
|
37
|
|
Operating
lease right-of-use assets, net
|
|
|
60
|
|
|
|
-
|
|
Total
Assets
|
|
|
2,949
|
|
|
|
3,553
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES,
SERIES A CONVERTIBLE PREFERRED STOCK, AND STOCKHOLDERS’ DEFICIT
|
|
|
|
|
|
|
|
|
Current
Liabilities:
|
|
|
|
|
|
|
|
|
Accounts
payable
|
|
|
163
|
|
|
|
98
|
|
Operating
lease liabilities, current
|
|
|
26
|
|
|
|
-
|
|
Other
current liabilities
|
|
|
220
|
|
|
|
240
|
|
Deferred
revenue
|
|
|
100
|
|
|
|
100
|
|
Total
Current Liabilities
|
|
|
509
|
|
|
|
438
|
|
|
|
|
|
|
|
|
|
|
Non-current
liabilities
|
|
|
|
|
|
|
|
|
Operating
lease liabilities, non-current
|
|
|
34
|
|
|
|
-
|
|
Liability
related to shares to be issued
|
|
|
725
|
|
|
|
725
|
|
Liability
related to warrants to purchase Common Stock (Note 3)
|
|
|
400
|
|
|
|
1,475
|
|
Bifurcated
embedded derivative, at fair value (Note 3)
|
|
|
8,583
|
|
|
|
8,129
|
|
Total
Liabilities
|
|
|
10,251
|
|
|
|
10,767
|
|
|
|
|
|
|
|
|
|
|
Commitments
and Contingencies (Note 5)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series
A Convertible Preferred Stock (Note 4B):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series
A Convertible Preferred Stock, $0.00001 par value; 20,000,000 shares authorized at March 31, 2019 (Unaudited) and December
31, 2018; 440 and 490 shares issued and outstanding at March 31, 2019 (Unaudited) and December 31, 2018, respectively; Aggregate
liquidation preference $5,280 at March 31, 2019 (Unaudited) (Note 4B)
|
|
|
2,940
|
|
|
|
2,226
|
|
|
|
|
|
|
|
|
|
|
Stockholders’
Deficit:
|
|
|
|
|
|
|
|
|
Common
stock, $0.00001 par value; 500,000,000 shares authorized at March 31, 2019 (unaudited) and December 31, 2018; 176,001,007
and 150,207,393 shares issued and outstanding at March 31, 2019 (unaudited) and December 31, 2018, respectively
|
|
|
2
|
|
|
|
2
|
|
Additional
paid-in capital
|
|
|
19,353
|
|
|
|
18,137
|
|
Services
receivable
|
|
|
(86
|
)
|
|
|
(121
|
)
|
Common
stock subscriptions receivable
|
|
|
(239
|
)
|
|
|
(239
|
)
|
Accumulated
deficit
|
|
|
(29,276
|
)
|
|
|
(27,222
|
)
|
Accumulated
other comprehensive income
|
|
|
4
|
|
|
|
3
|
|
Total
Stockholders’ Deficit
|
|
|
(10,242
|
)
|
|
|
(9,440
|
)
|
|
|
|
|
|
|
|
|
|
Total
Liabilities, Series A Convertible Preferred Stock, and Stockholders’ Deficit
|
|
|
2,949
|
|
|
|
3,553
|
|
The
accompanying notes are an integral part of the condensed consolidated financial statements.
OWC
PHARMACEUTICAL RESEARCH CORP. AND SUBSIDIARY
CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(In
thousands, except share and per share amounts)
|
|
For
the Three-Month Periods Ended
March 31,
|
|
|
|
2019
|
|
|
2018
|
|
|
|
(unaudited)
|
|
Operating
expenses:
|
|
|
|
|
|
|
|
|
Research
and development
|
|
|
285
|
|
|
|
155
|
|
General
and administrative
|
|
|
498
|
|
|
|
821
|
|
Total
operating expenses
|
|
|
783
|
|
|
|
976
|
|
|
|
|
|
|
|
|
|
|
Other
expense (income):
|
|
|
|
|
|
|
|
|
Revaluation
of liability related to warrants to purchase common stock (Note 3)
|
|
|
(1,075
|
)
|
|
|
-
|
|
Revaluation
of bifurcated embedded derivative (Note 3)
|
|
|
1,290
|
|
|
|
-
|
|
Other
finance expense, net
|
|
|
2
|
|
|
|
1
|
|
Total
other expense, net
|
|
|
217
|
|
|
|
1
|
|
Net
loss
|
|
|
(1,000
|
)
|
|
|
(977
|
)
|
|
|
|
|
|
|
|
|
|
Other
comprehensive income (loss)
|
|
|
|
|
|
|
|
|
Foreign
currency translation adjustment
|
|
|
1
|
|
|
|
(3
|
)
|
|
|
|
|
|
|
|
|
|
Comprehensive
loss
|
|
|
(999
|
)
|
|
|
(980
|
)
|
|
|
|
|
|
|
|
|
|
Dividend
on Series A Convertible Preferred Stock (Note 4B)
|
|
|
(65
|
)
|
|
|
-
|
|
Accretion
of Series A Convertible Preferred Stock to redemption value (Note 4B)
|
|
|
(989
|
)
|
|
|
-
|
|
Net
loss attributable to common stockholders
|
|
|
(2,055
|
)
|
|
|
(977
|
)
|
|
|
|
|
|
|
|
|
|
Basic
and diluted per share amounts:
|
|
|
|
|
|
|
|
|
Basic
and diluted net loss
|
|
$
|
(0.01
|
)
|
|
$
|
(0.01
|
)
|
|
|
|
|
|
|
|
|
|
Weighted
average shares outstanding (basic and diluted)
|
|
|
161,749,548
|
|
|
|
147,758,908
|
|
The
accompanying notes are an integral part of the condensed consolidated financial statements.
OWC
PHARMACEUTICAL RESEARCH CORP. AND SUBSIDIARY
CONDENSED
CONSOLIDATED STATEMENTS OF SERIES A CONVERTIBLE PREFERRED
STOCK
AND STOCKHOLDERS’ DEFICIT
(In
thousands, except share and per share amounts)
|
|
Series
A Convertible
Preferred Stock
|
|
|
Common
Stock
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
|
|
|
Amount
|
|
|
Shares
|
|
|
Amount
|
|
|
Additional
Paid-in
Capital
|
|
|
Services
Receivable
|
|
|
Common
Stock Subscriptions Receivable
|
|
|
Accumulated
Deficit
|
|
|
Accumulated
Other Comprehensive Income (Loss)
|
|
|
Total
Stockholders’ Deficit
|
|
Balance
at December 31, 2018
|
|
|
490
|
|
|
|
2,226
|
|
|
|
150,207,393
|
|
|
|
2
|
|
|
|
18,137
|
|
|
|
(121
|
)
|
|
|
(239
|
)
|
|
|
(27,222
|
)
|
|
|
3
|
|
|
|
(9,440
|
)
|
Stock-based
compensation
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
40
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
40
|
|
Amortization
of services receivable
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
35
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
35
|
|
Dividend
on Series A redeemable convertible preferred stock (see also Note 4B)
|
|
|
-
|
|
|
|
-
|
|
|
|
832,368
|
|
|
|
*)
|
|
|
|
65
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(65
|
)
|
|
|
-
|
|
|
|
-
|
|
Accretion
of Series A convertible preferred stock to redemption value (see also Note 4B)
|
|
|
-
|
|
|
|
989
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(989
|
)
|
|
|
-
|
|
|
|
(989
|
)
|
Partial
conversion of Series A Convertible Preferred stock into common stock (see also Note 4B)
|
|
|
(50
|
)
|
|
|
(275
|
)
|
|
|
24,961,347
|
|
|
|
*)
|
|
|
|
1,111
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,111
|
|
Foreign
currency translation adjustment
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
1
|
|
|
|
1
|
|
Net
loss
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(1,000
|
)
|
|
|
-
|
|
|
|
(1,000
|
)
|
Balance
at March 31, 2019 (unaudited)
|
|
|
440
|
|
|
|
2,940
|
|
|
|
176,001,007
|
|
|
|
2
|
|
|
|
19,353
|
|
|
|
(86
|
)
|
|
|
(239
|
)
|
|
|
(29,276
|
)
|
|
|
4
|
|
|
|
(10,242
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
at December 31, 2017
|
|
|
-
|
|
|
|
-
|
|
|
|
147,758,908
|
|
|
|
2
|
|
|
|
16,169
|
|
|
|
(525
|
)
|
|
|
(344
|
)
|
|
|
(14,517
|
)
|
|
|
6
|
|
|
|
791
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock-based
compensation
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
345
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
345
|
|
Amortization
of services receivable
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
241
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
241
|
|
Payments
received on subscriptions receivable
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
105
|
|
|
|
-
|
|
|
|
-
|
|
|
|
105
|
|
Foreign
Currency translation adjustment
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(3
|
)
|
|
|
(3
|
)
|
Net
loss
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(977
|
)
|
|
|
-
|
|
|
|
(977
|
)
|
Balance
at March 31, 2018 (unaudited
|
|
|
-
|
|
|
|
-
|
|
|
|
147,758,908
|
|
|
|
2
|
|
|
|
16,514
|
|
|
|
(284
|
)
|
|
|
(239
|
)
|
|
|
(15,494
|
)
|
|
|
3
|
|
|
|
502
|
|
*)
Representing an amount lower than $1
The
accompanying notes are an integral part of the condensed consolidated financial statements.
OWC
PHARMACEUTICAL RESEARCH CORP. AND SUBSIDIARY
CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In
thousands, except share and per share amounts)
|
|
US
dollars
|
|
|
|
Three
Months Ended
March 31,
|
|
|
|
2019
|
|
|
2018
|
|
|
|
(unaudited)
|
|
Cash
flows from operating activities:
|
|
|
|
|
|
|
|
|
Net
Loss
|
|
|
(1,000
|
)
|
|
|
(977
|
)
|
Adjustments
to reconcile net loss to cash used in operating activities:
|
|
|
|
|
|
|
|
|
Depreciation
|
|
|
2
|
|
|
|
2
|
|
Stock-based
compensation
|
|
|
40
|
|
|
|
345
|
|
Amortization
of services receivable
|
|
|
35
|
|
|
|
240
|
|
Revaluation
of liability related to warrants to purchase common stock
|
|
|
(1,075
|
)
|
|
|
-
|
|
Revaluation
of bifurcated embedded derivative
|
|
|
1,290
|
|
|
|
-
|
|
Changes
in assets and liabilities:
|
|
|
|
|
|
|
|
|
Decrease
in lease right-of-use assets, net
|
|
|
7
|
|
|
|
-
|
|
Decrease
(increase) in other current assets
|
|
|
(2
|
)
|
|
|
63
|
|
Increase
(decrease) in accounts payable
|
|
|
65
|
|
|
|
(2
|
)
|
Decrease
in other current liabilities
|
|
|
(20
|
)
|
|
|
(42
|
)
|
Decrease
in lease liabilities
|
|
|
(7
|
)
|
|
|
-
|
|
Cash
used in operating activities:
|
|
|
(665
|
)
|
|
|
(371
|
)
|
|
|
|
|
|
|
|
|
|
Cash
flows from investing activities:
|
|
|
|
|
|
|
|
|
Purchase
of property and equipment
|
|
|
-
|
|
|
|
(10
|
)
|
Cash
used in investing activities
|
|
|
-
|
|
|
|
(10
|
)
|
|
|
|
|
|
|
|
|
|
Cash
flows from financing activities:
|
|
|
|
|
|
|
|
|
Proceeds
from the payments of stock subscriptions
|
|
|
-
|
|
|
|
105
|
|
Cash
provided by financing activities
|
|
|
-
|
|
|
|
105
|
|
|
|
|
|
|
|
|
|
|
Foreign
currency translation adjustments on cash and cash equivalents
|
|
|
1
|
|
|
|
(3
|
)
|
|
|
|
|
|
|
|
|
|
Change
in cash and cash equivalents
|
|
|
(664
|
)
|
|
|
(279
|
)
|
Balance
of cash and cash equivalents at beginning of period
|
|
|
3,464
|
|
|
|
970
|
|
Balance
of cash and cash equivalents at end of period
|
|
|
2,800
|
|
|
|
691
|
|
Supplemental
cash flow information:
|
|
|
|
|
|
|
|
|
Non-cash
transactions:
|
|
|
|
|
|
|
|
|
Dividend
on Series A Convertible Preferred Stock
|
|
|
65
|
|
|
|
-
|
|
Accretion
of Series A Convertible Preferred Stock to redemption value
|
|
|
989
|
|
|
|
-
|
|
Partial
conversion of shares of Series A Convertible Preferred Stock into shares of common stock (Note 4B)
|
|
|
836
|
|
|
|
-
|
|
The
accompanying notes are an integral part of the condensed consolidated financial statements.
OWC
PHARMACEUTICAL RESEARCH CORP. AND SUBSIDIARY
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
|
A.
|
Organizational
Background
|
OWC
Pharmaceutical Research Corp. (“OWCP” or the “Company”) is a Delaware corporation and was incorporated
under the laws of the State of Delaware on March 7, 2008. The Company is a medical cannabis-based research and development company
that applies conventional pharmaceutical research protocols and disciplines to the field of medical cannabis with the objective
of establishing a leadership position in the research and development of medical cannabis therapies, products and delivery technologies.
The Company is currently engaged in the research and development of cannabis-based medical products (the “Product Prospects”)
for the treatment of multiple myeloma, psoriasis, chronic pain syndromes, fibromyalgia PTSD and development of unique delivery
systems. These include a cannabis-based topical ointment, cannabis sublingual disintegrating tablet and advanced Nasal delivery.
The
accompanying condensed consolidated financial statements of OWCP and its wholly owned subsidiary One World Cannabis, Ltd. (“OWC”
or the “Israeli subsidiary”) were prepared from the accounts of the Company under the accrual basis of accounting.
|
B.
|
Liquidity
and Going Concern
|
The
development and commercialization of the Company’s product is expected to require substantial expenditures. The Company
has not yet generated material revenues from operations and therefore is dependent upon external sources for financing its operations.
As of March 31, 2019, the Company has an accumulated deficit of $29,276. In addition, in each year since its inception the Company
reported losses and negative cash flows from operating activities. Moreover, the Company is not in compliance with the Equity
Conditions (as defined in the Series A Certificate of Designation) and therefore the Purchaser in the April 2018 PIPE transaction
(as discussed below) can elect to redeem its outstanding Series A Convertible Preferred Stock in a cash amount that will not allow
the Company to maintain its operation for the next 12-month period (see also Note 4). Management considered the significance of
such conditions in relation to the Company’s ability to meet its current and future obligations and determined that such
conditions raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial
statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets
or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going
concern. Until the Company generates sufficient revenues to fund its operations (if ever), the Company plans to finance its operations
through the sale of equity or equity-linked securities and/or debt securities and, to the extent available, short-term and long-term
loans. There can be no assurance that the Company will succeed in obtaining the necessary financing to continue its operations
as a going concern.
On
April 30, 2018, the Company entered into a Securities Purchase Agreement with a new investor (the “Purchaser”), pursuant
to which, the Company issued (i) 500 shares of Preferred Stock designated as Series A Convertible Preferred Stock that are initially
convertible into 25,000,000 shares of common stock and (ii) Warrants that are eligible for conversion initially into 12,500,000
shares of common stock for an aggregate purchase price of $5,000 (see also Note 4C) (the “April 2018 PIPE”). In addition,
during the three months ended March 31, 2018, the Company received $105 through payment of stock subscriptions.
OWC
PHARMACEUTICAL RESEARCH CORP. AND SUBSIDIARY
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The
Company has a limited operating history and faces a number of risks and uncertainties, including risks and uncertainties regarding
continuation of the development process, demand and market acceptance of the Company’s products, the effects of technological
changes, competition and the development of products by competitors. Additionally, other risk factors also exist, such as the
ability to manage growth and the effect of planned expansion of operations on the Company’s future results and the availability
of necessary financing. In addition, the Company expects to continue incurring significant operating costs and losses in connection
with the development and marketing of its products.
NOTE
2
|
-
|
SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES
|
Accounting
Principles
The
accompanying unaudited condensed consolidated financial statements and related notes should be read in conjunction with our consolidated
financial statements and related notes contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2018.
The unaudited condensed consolidated financial statements have been prepared in accordance with the rules and regulations of the
Securities and Exchange Commission (“SEC”) related to interim financial statements. As permitted under those rules,
certain information and footnote disclosures normally required or included in financial statements prepared in accordance with
U.S. GAAP have been condensed or omitted. The financial information contained herein is unaudited; however, management believes
all adjustments have been made that are considered necessary to present fairly the results of the Company’s financial position
and operating results for the interim periods. All such adjustments are of a normal recurring nature. The accompanying condensed
consolidated balance sheet as of March 31, 2019 has been derived from the consolidated financial statements contained in our Annual
Report on form 10-K.
The
results for the three months ended March 31, 2019 are not necessarily indicative of the results to be expected for the year ending
December 31, 2019 or for any other interim period in the future.
Use
of Estimates
The
preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions
that affect amounts reported of assets and liabilities at the date of the financial statements and the reported amount of revenues
and expenses during the reporting periods. Actual results could differ from those estimates and be based on events different from
those assumptions. As part of these financial statements, the more significant estimates include (1) identification of financial
instruments in liabilities (including embedded derivative), equity and mezzanine transactions and proper classification and measurement
of financial instruments; (2) evaluation of going concern; and (3) contingencies.
OWC
PHARMACEUTICAL RESEARCH CORP. AND SUBSIDIARY
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE
2
|
-
|
SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES (Cont.)
|
Net
Loss Per Share
The
Company computes net loss per share in accordance with ASC 260, “Earnings per share”. Basic loss per share is computed
by dividing net loss attributable to common stockholders by the weighted-average number of common shares outstanding during the
period, net of the weighted average number of treasury shares (if any). Securities that may participate in dividends with the
common stock (such as the Series A convertible Preferred Stock) are considered in the computation of basic income per share using
the two-class method. However, in periods of net loss, participating securities are included only if the holders of such securities
have a contractual obligation to share the losses of the Company. Accordingly, the outstanding Series A Convertible Preferred
Stock, which was issued on April 30, 2018 was excluded from the computation of the net loss per share for the three months period
ended March 31, 2019.
Diluted
loss per common share is computed similar to basic earnings per share, except that the denominator is increased to include the
number of additional potential common shares that would have been outstanding if the potential common shares had been issued and
if the additional common shares were dilutive. Potential common shares are excluded from the computation for a period in which
a net loss is reported or if their effect is anti-dilutive. The Company’s potential common shares consist of stock options,
certain stock warrants and restricted stock awards issued under the Company’s stock incentive plans and their potential
dilutive effect is considered using the treasury method and of the Series A convertible Preferred Stock, certain stock warrants
and embedded derivative related to the contingent redemption feature of the Series A convertible Preferred Stock which their potential
dilutive effect is considered using the “if-converted method”.
For
the three months ended March 31, 2019 and 2018, diluted loss per share excludes the impact of stock options, certain stock warrants,
restricted stock awards, Series A convertible Preferred Stock and embedded derivative related to the contingent redemption feature
of the Series A convertible Preferred Stock totaling 70,214,064 and 27,005,370 shares, respectively, as the effect of their inclusion
would be anti-dilutive.
OWC
PHARMACEUTICAL RESEARCH CORP. AND SUBSIDIARY
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE
2
|
-
|
SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES (Cont.)
|
Recently
Adopted Accounting Pronouncements
On
January 1, 2019, the Company adopted Accounting Standards Update No. 2016-02, Leases (Topic 842) (ASU 2016-02), as amended, which
supersedes the lease accounting guidance under Topic 840, and generally requires lessees to recognize operating and financing
lease liabilities and corresponding Right-of-Use (ROU) assets on the balance sheet and to provide enhanced disclosures surrounding
the amount, timing and uncertainty of cash flows arising from leasing arrangements. The Company adopted the new guidance using
the modified retrospective transition approach by applying the new standard to leases existing at the date of initial application
and not restating comparative periods. The most significant impact was the recognition of ROU assets and lease liabilities for
operating leases, while the Company’s accounting for finance leases remained substantially unchanged (as of the adoption
date the Company is not involved in finance leases as lessee or as lessor).
The
Company elected the package of practical expedients permitted under the transition guidance, which allowed the Company to carryforward
its historical lease classification, its assessment on whether a contract was or contains a lease, and its initial direct costs
for any leases that existed prior to January 1, 2019. The Company also elected to keep leases with an initial term of 12 months
or less off the balance sheet and recognize the associated lease payments in the consolidated statements of comprehensive loss
on a straight-line basis over the lease term.
Upon
adoption, the Company recognized total ROU assets of $67, with corresponding liabilities of $67 on the condensed consolidated
balance sheets. The adoption did not impact our beginning retained earnings, or our prior year condensed consolidated statements
of comprehensive loss and condensed consolidated statements of cash flows.
Under
Topic 842, the Company determines if an arrangement is a lease at inception. ROU assets and liabilities are recognized at commencement
date based on the present value of remaining lease payments over the lease term. For this purpose, the Company considers only
payments that are fixed and determinable at the time of commencement. As most of the Company’s leases do not provide an
implicit rate, the Company use its incremental borrowing rate based on the information available at commencement date in determining
the present value of lease payments. The Company’s incremental borrowing rate is a hypothetical rate based on the Company’s
understanding of what its credit rating would be. The Company’s lease terms may include options to extend or terminate the
lease when it is reasonably certain that we will exercise such options.
Operating
leases are included in operating lease right-of-use assets, operating lease liabilities, current and operating lease liabilities,
non-current on the condensed consolidated balance sheets.
OWC
PHARMACEUTICAL RESEARCH CORP. AND SUBSIDIARY
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE
2
|
-
|
SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES (Cont.)
|
The
components of lease costs, lease term and discount rate are as follows:
|
|
Three
Months
Ended
|
|
|
|
March
31, 2019
|
|
|
|
(unaudited)
|
|
Operating
lease cost:
|
|
|
|
|
vehicle
|
|
|
7
|
|
|
|
|
7
|
|
Remaining
Lease Term
|
|
|
|
|
vehicle
|
|
|
1.75-2.75
years
|
|
|
|
|
|
|
Weighted
Average Discount Rate
|
|
|
|
|
vehicle
|
|
|
5
|
%
|
The
following is a schedule, by years, of maturities of operating lease liabilities as of March 31, 2019:
Period:
|
|
|
|
The
remainder of 2019
|
|
|
21
|
|
2020
|
|
|
28
|
|
2021
|
|
|
17
|
|
Total
operating lease payments
|
|
|
66
|
|
Less:
imputed interest
|
|
|
6
|
|
Present value
of lease liabilities
|
|
|
60
|
|
OWC
PHARMACEUTICAL RESEARCH CORP. AND SUBSIDIARY
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE
2
|
-
|
SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES (Cont.)
|
|
B.
|
Recent
Accounting Pronouncements
|
In
June 2018, the FASB issued Accounting Standard Update 2018-07, Compensation-Stock Compensation (Topic 718): Improvements to Non-employee
Share-Based Payment Accounting (ASU 2018-07). ASU 2018-07 aligns the measurement and classification guidance for share-based payments
to nonemployees with the guidance for share-based payments to employees, with certain exceptions.
Consistent
with the accounting requirement for employee share-based payment awards, awards within the scope of Topic 718 will be measured
at grant-date fair value of the equity instruments that an entity is obligated to issue when the good has been delivered or the
service has been rendered and any other conditions necessary to earn the right to benefit from the instruments have been satisfied.
Equity-classified nonemployee share-based payment awards will be measured at the grant date.
With
respect to awards with performance conditions ASU 2018-07 concludes that, consistent with the accounting for employee share-based
payment awards, an entity will consider the probability of satisfying performance conditions when nonemployee share-based payment
awards contain such conditions.
ASU
2018-07 also requires that the classification of equity classified nonemployee share-based payment awards will continue to be
subject to the requirements of Topic 718 unless the award was modified after the good has been delivered, the service has been
rendered, any other conditions necessary to earn the right to benefit from the instruments have been satisfied, and the nonemployee
is no longer providing goods or services. This eliminates the requirement to reassess classification of such awards upon vesting.
In
addition, ASU 2018-07 includes certain Non-public Entity-Specific Amendments
ASU
2018-07 is effective for Public entities in annual periods beginning after December 15, 2018, and interim periods within those
years (first quarter of 2019 for the company). Early adoption is permitted, including in an interim period, but not before an
entity adopts the new revenue guidance (which was adopted by the Company in its interim financial statements for 2018).
An
entity should only remeasure liability-classified awards that have not been settled by the date of adoption and equity-classified
awards for which a measurement date has not been established through a cumulative-effect adjustment to retained earnings as of
the beginning of the fiscal year of adoption. Upon transition, the entity is required to measure these nonemployee awards at fair
value as of the adoption date.
The
adoption of ASU 2018-07 did not have a significant impact on its consolidated financial statements.
OWC
PHARMACEUTICAL RESEARCH CORP. AND SUBSIDIARY
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE
3:
|
FAIR
VALUE MEASUREMENTS
|
ASC
820, “Fair Value Measurements and Disclosures” (“ASC 820”), defines fair value as the price that would
be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the
measurement date. When determining the fair value measurements for assets and liabilities required to be recorded at fair value,
the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market
participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions and risk of nonperformance.
ASC
820 also establishes the following fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize
the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the fair value
hierarchy is based on the lowest level of input that is significant to the fair value measurement.
|
Level
1 -
|
quoted
prices in active markets for identical assets or liabilities;
|
|
|
|
|
Level
2 -
|
inputs
other than Level 1 that are observable, either directly or indirectly, such as quoted prices in active markets for similar
assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or other
inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets
or liabilities; or
|
|
|
|
|
Level
3 -
|
unobservable
inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
|
The
Warrants and bifurcated embedded derivative related to Series A convertible Preferred Stock (see also Note 4C) have been classified
at Level 3.
In
estimating the fair value of the Warrants as of March 31, 2019 and December 31, 2018, the Company used the following assumptions:
12,500,000
Purchaser Warrants:
|
|
March
31, 2019
|
|
|
December
31, 2018
|
|
|
|
|
|
|
|
|
Risk-free
interest rate (1)
|
|
|
2.22
|
%
|
|
|
2.49
|
%
|
Expected
volatility (2)
|
|
|
224.1
|
%
|
|
|
214.5
|
%
|
Expected
life (in years) (3)
|
|
|
4.08
|
|
|
|
4.33
|
|
Expected
dividend yield (4)
|
|
|
0
|
%
|
|
|
0
|
%
|
Fair
value per Warrant
|
|
$
|
0.03
|
|
|
$
|
0.1
|
|
OWC
PHARMACEUTICAL RESEARCH CORP. AND SUBSIDIARY
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE
3:
|
FAIR
VALUE MEASUREMENTS (Cont.)
|
2,500,000
Newbridge Warrants:
|
|
March
31, 2019
|
|
|
December
31, 2018
|
|
|
|
|
|
|
|
|
Risk-free
interest rate (1)
|
|
|
2.27
|
%
|
|
|
2.47
|
%
|
Expected
volatility (2)
|
|
|
102.9
|
%
|
|
|
219.9
|
%
|
Expected
life (in years) (3)
|
|
|
2.08
|
|
|
|
2.33
|
|
Expected
dividend yield (4)
|
|
|
0
|
%
|
|
|
0
|
%
|
Fair
value per Warrant
|
|
$
|
0.01
|
|
|
$
|
0.09
|
|
|
1
|
Risk-free
interest rate - based on yield rates of non-index linked U.S. Federal Reserve treasury bonds.
|
|
|
|
|
2
|
Expected
volatility - was calculated based on actual historical stock price movements of the Company over a term that is equivalent
to the expected term of the warrants.
|
|
|
|
|
3
|
Expected
life - the expected life was based on the expiration date of the warrants.
|
|
|
|
|
4
|
Expected
dividend yield - was based on the fact that the Company has not paid dividends to its common stockholders in the past and
does not expect to pay dividends to its common stockholders in the future.
|
The
changes in Level 3 liabilities associated with the April 2018 PIPE warrants are measured at fair value on a recurring basis. The
following tabular presentation reflects the components of the liability associated with such warrants as of March 31, 2019:
|
|
Fair
value of liability
related
to warrants
|
|
|
|
|
|
Balance
at December 31, 2018
|
|
$
|
1,475
|
|
Revaluation
of warrants to purchase Common Stock
|
|
|
(1,075
|
)
|
|
|
|
|
|
Balance
at March 31, 2019 (unaudited)
|
|
$
|
400
|
|
In
estimating the fair value of the bifurcated embedded derivative related to Series A Convertible Preferred Stock, the Company used
the following assumptions:
|
|
March
31, 2019
|
|
|
December
31, 2018
|
|
|
|
|
|
|
|
|
Risk-free
interest rate (1)
|
|
|
2.31
|
%
|
|
|
2.62
|
%
|
Expected
volatility (2)
|
|
|
108.36
|
%
|
|
|
82.65
|
%
|
Expected
life (in years) (3)
|
|
|
0.84
|
|
|
|
1.01
|
|
OWC
PHARMACEUTICAL RESEARCH CORP. AND SUBSIDIARY
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE
3:
-
|
FAIR
VALUE MEASUREMENTS (Cont.)
|
|
1.
|
Risk-free
interest rate - based on yield rates of non-index linked U.S. Federal Reserve treasury bonds.
|
|
|
|
|
2.
|
Expected
volatility - was calculated based on actual historical stock price movements of the Company over a term that is equivalent
to the expected term of the contingent redemption feature.
|
|
|
|
|
3.
|
Expected
life - the expected life was based on the expiration date of the contingent redemption feature.
|
The
changes in Level 3 liabilities associated with the April 2018 PIPE bifurcated embedded derivatives are measured at fair value
on a recurring basis. The following tabular presentation reflects the components of such liability associated with such bifurcated
embedded derivatives for the three months ended March 31, 2019:
|
|
Fair
value of bifurcated
embedded derivative
|
|
|
|
|
|
Balance
at December 31, 2018
|
|
$
|
8,129
|
|
Revaluation
of bifurcated embedded derivative
|
|
|
1,290
|
|
Partial
conversion of Preferred Stock into shares of common stock
|
|
|
(836
|
)
|
|
|
|
|
|
Balance
at March 31, 2019 (unaudited)
|
|
$
|
8,583
|
|
The
Company’s management is measuring the fair value of the 2018 Private Placement warrants issued to the Purchaser and Newbridge
Securities Corporation, through LifeTech Capital, the placement agent for the April 2018 PIPE (“Newbridge”) and the
bifurcated embedded derivative related to Series A Convertible Preferred Stock by using the services of external independent appraiser.
During
the period commencing April 30, 2018 and ended March 31, 2019, no warrants have been exercised. As of March 31, 2019, there were
15,000,000 outstanding unexercised Warrants (including Warrants issued to both the Purchaser and Newbridge) related to the April
2018 PIPE.
OWC
PHARMACEUTICAL RESEARCH CORP. AND SUBSIDIARY
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE
4
|
-
|
SERIES
A CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT
|
The
Company’s common stock confer upon their holders the following rights:
|
■
|
The
right to participate and vote in the Company’s stockholder meetings, whether annual or special. Each share will entitle
its holder, when attending and participating in the voting in person or via agent or letter, to one vote;
|
|
|
|
|
■
|
The
right to a share in the distribution of dividends, whether in cash or in the form of bonus shares, the distribution of assets
or any other distribution pro rata to the par value of the shares held by them; and
|
|
|
|
|
■
|
The
right to a share in the distribution of the Company’s excess assets upon liquidation pro rata to the par value of the
shares held by them.
|
|
B.
|
Series
A Convertible Preferred Stock
|
The
terms of the Series A Convertible Preferred Stock are governed by a Certificate of Designation (the “Series A Certificate
of Designation”) filed by the Company with the Delaware Secretary of State on April 30, 2018. Pursuant to the Series A Certificate
of Designation, the Company designated 500 shares of the Company’s preferred stock as “Series A Convertible Preferred
Stock”. As more fully described below, on April 30, 2018, the Company issued a total of 500 shares of Series A Convertible
Preferred Stock in connection with the Share Purchase Agreement. Following is a summary of the material terms of the Series A
Convertible Preferred Stock:
|
■
|
Dividends
.
Holders of shares of Series A Convertible Preferred Stock (the “Series A Convertible
Preferred Shares”) are entitled to receive dividends on each share of the Series
A Convertible Preferred Stock, payable quarterly on March 31, June 30, September 30 and
December 31, commencing June 30, 2018 (which was prorated) in an amount equal to 5% per
annum of the stated value ($10 per share of the Series A Convertible Preferred Stock)
and which shall be cumulative. Such dividends are to be paid in cash or freely tradeable
shares of the Company’s common stock at its sole discretion, subject to certain
conditions. If in the event the Company elects to pay a dividend in shares of its common
stock to the holders of the Series A Convertible Preferred Shares, the number of shares
of its common stock will be determined in accordance with the terms of the Series A Certificate
of Designation. The Company may only elect to pay cash dividends to the Series A Convertible
Preferred Shares to the extent there are amounts available for the payment of dividends
in accordance with applicable Delaware law.
During
the period commencing April 30, 2018 through December 31, 2018, the Company recorded an amount of $179 as dividend on
Series A Convertible Preferred Stock, $65 out of which was paid at January 3, 2019 through issuance of 832,368 shares
of common stock.
During
the period commencing January 1, 2019 through March 31, 2019, the Company recorded an amount of $65 as dividend on Series
A Convertible Preferred Stock which was paid by the Company by issuance of 3,563,950 shares of common stock to the Purchaser
on April 1, 2019 (see also Note 6A).
|
OWC
PHARMACEUTICAL RESEARCH CORP. AND SUBSIDIARY
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE
4
|
-
|
SERIES
A CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT (Cont.)
|
|
■
|
Liquidation
.
In the event of a Liquidation, the holders of Series A Convertible Preferred Stock (“Holders”) shall be entitled
to receive in cash out of the assets of the Company, whether from capital or from earnings available for distribution to its
stockholders (the “Liquidation Funds”), before any amount shall be paid to the holders of any other shares of
capital stock of the Company (“Junior Stock”), but pari passu with any Parity Stock (preferred shares that are
pari passu rank to the Series A convertible Preferred Stock in respect of the preferences as to dividends, redemption rights,
distributions and payments upon the liquidation, dissolution and winding up of the Company then outstanding), an amount per
Series A Convertible Preferred Stock equal to the greater of (A) the Liquidation Preference thereof on the date of such payment
and (B) the Bankruptcy Redemption Amount (as such term is defined in the Series A Certificate of Designation), provided that
if the Liquidation Funds are insufficient to pay the full amount due to the Holders and holders of shares of Parity Stock,
then each Holder and each holder of Parity Stock shall receive a percentage of the Liquidation Funds equal to the full amount
of Liquidation Funds payable to such Holder and such holder of Parity Stock as a liquidation preference, in accordance with
their respective certificate of designations (or equivalent), as a percentage of the full amount of Liquidation Funds payable
to all holders of Series A Convertible Preferred Stock and all holders of shares of Parity Stock. As of March 31, 2019, the
aggregate Liquidation Preference amounted to $5,280 (unaudited).
|
|
■
|
Voting
Rights
. Holders of the Series A Convertible Preferred Stock are entitled to vote on all matters requiring a vote of the
shareholder of the Company as a single stock, and each holder of the Series A Convertible Preferred Stock is entitled to vote
the number of shares of common stock into which such holders Series A Convertible Preferred Stock would be convertible into
as of the record date.
|
|
|
|
|
■
|
Conversion
.
The 500 issued shares of the Company’s Series A Convertible Preferred Stock are
initially convertible into 25,000,000 shares of the Company’s common stock at a
conversion price of $0.20, subject to adjustment pursuant to the anti-dilution provisions
of the Series A Convertible Preferred Stock as provided in the Series A Certificate of
Designation. On November 27, 2018, the conversion price was adjusted as result of occurrence
of the Trigger Event (see also Note 4C). The Series A Convertible Preferred Stock have
a beneficial ownership limitation such that none of the holders of the Series A Convertible
Preferred Stock have the right to convert the Series A Convertible Preferred Stock to
the extent that after giving effect to such conversion, the holder (together with its
affiliates and any other persons acting as a group together with the holder or any of
the holder’s affiliates) would beneficially own in excess of 4.99% (the “Maximum
Percentage”) of the shares of the Company’s common stock outstanding immediately
after giving effect to such conversion. However, by written notice to the Company, a
holder of the Series A Convertible Preferred Stock may waive the Maximum Percentage provision,
when such notice will be effective 61 calendar days after the notice date.
Due
to the Trigger Event as discussed below, the conversion price was adjusted to an amount equal to (A) 75% of the quotient
determined by dividing (x) the sum of the 3 lowest Closing Prices of the Common Stock during the period beginning 10 Trading
Days prior to such Triggering Event Conversion Date and ending 3 Trading Days after the shares of Common Stock are received
into Holder’s brokerage account and fully cleared for trading, by (y) 3, minus (B) $0.01.
Commencing
January 1, 2019 through March 31, 2019, the Purchaser converted an aggregate of 50 shares of Preferred Stock into an aggregate
of 24,961,347 shares of the Common Stock at the conversion prices in effect on the respective conversion dates.
|
OWC
PHARMACEUTICAL RESEARCH CORP. AND SUBSIDIARY
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE
4
|
-
|
SERIES
A CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT (Cont.)
|
|
■
|
Redemption
.
The terms of the Series A Certificate of Designation contains both mandatory and conditional
redemption provisions as follows:
■ Certain
mandatory redemption provisions provide that, beginning January 30, 2019 and continuing for every 30-days period thereafter
(each a “Mandatory Redemption Date”), the Company is required to offer to redeem 1/12
th
of the
outstanding Series A Convertible Preferred Stock for an amount equal to 110% of the stated value ($10) of such shares
of Series A Convertible Preferred Stock plus any accrued but unpaid dividends to the Mandatory Redemption Date (the “Mandatory
Redemption Amount”), and may be redeemed in cash or, at the Company’s sole discretion in freely tradeable
shares of the Company’s common stock if the Company is in full compliance with all of the Equity Conditions as defined
in the Series A Certificate of Designation.
■ Upon
the occurrence of an offering of debt or equity securities of the Company or any of its subsidiaries resulting gross cash
proceeds of not less than $10,000, the Company is required to make an offer to the holders of shares of the Series A Convertible
Preferred Stock to redeem 50% of the outstanding Series A Convertible Preferred Stock at either (i) 115% of the stated
value of each Preferred Share ($10) plus any unpaid accrued dividends if redeemed on or prior to October 30, 2018 or (ii)
120% of the stated value of each Preferred Share ($10) plus any unpaid accrued dividends if redeemed after October 30,
2018 (the “Redemption Premium”).
■ Upon
sale of assets (other than product to be sold in the normal course of business) of the Company and its subsidiaries in
an amount of proceeds in excess of $500, the Company is required to offer to redeem to 100% of the outstanding Series
A Convertible Preferred Stock for the Redemption Premium, and may be redeemed in cash or, at the Company’s sole
discretion in freely tradeable shares of the Company’s common stock if the Company is in full compliance with all
of the equity conditions as defined in the Series A Certificate of Designation.
■ The
Company may also be required, at the option of holders of the Series A Convertible Preferred Stock to redeem any outstanding
shares of Series A Convertible Preferred Stock upon a Change of Control or Bankruptcy Event. Each Preferred Stock shall
be redeemed for an amount equal to Redemption Premium, and may be redeemed in cash or, at the Company’s sole discretion
in freely tradeable shares of the Company’s common stock if the Company is in full compliance with all of the equity
conditions as defined in the Series A Certificate of Designation.
■ The
Company may, at any time upon at least 15 trading days prior written notice to each holder, redeem all or portion of the
outstanding Preferred Stock in cash in an amount equal to Redemption Premium.
As
of March 31, 2019, the Company is not in compliance with the Equity Conditions and therefore beginning January 31, 2019
for every 30-days period thereafter, at the request of the purchaser, we might be required to redeem in cash, 1/12
th
of the outstanding shares of Series A Convertible Preferred Stock for an amount equal to 110% of the stated value
($10) of such shares of Series A Convertible Preferred Stock plus any accrued but unpaid dividends up to the Mandatory
Redemption Date. As of the date of issuance of these financial statements, the Purchaser has not requested redemption
in cash of any shares of Series A Convertible Preferred Stock.
|
OWC
PHARMACEUTICAL RESEARCH CORP. AND SUBSIDIARY
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE
4
|
-
|
SERIES
A CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT (Cont.)
|
|
C.
|
Securities
Purchase Agreement
|
On
April 30, 2018 (the “Initial Date”), the Company consummated a private placement transaction (the “April 2018
PIPE”) by entering into a Securities Purchase Agreement (the “Agreement”) with a non-US-based institutional
investor (the “Purchaser”), pursuant to which, the Company sold and the Purchaser bought, (i) 500 shares of Preferred
Stock designated as Series A Convertible Preferred Stock (the “Preferred Stock”), which are initially convertible
into 25,000,000 shares of common stock at a conversion price of $0.20 per share, subject to adjustment pursuant to the anti-dilution
provisions of the Preferred Shares, and (ii) Warrants (the “Warrants”) representing the right to initially acquire
12,500,000 shares of common stock over a period of five years from the Initial Date at an exercise price of $0.22 per share, which
is subject to certain adjustments including anti-dilution provisions (since the Initial Date through March 31, 2019, no adjustments
have been made to the conversion price), for an aggregate purchase price of $5,000.
The
Company engaged Newbridge as exclusive placement agent for the aforesaid Agreement, pursuant to which the Company was required
to pay a cash fee to Newbridge and issued to them warrants to purchase 2,500,000 shares of common stock (or 10% of the aggregate
number of fully diluted shares of common stock that have been purchased by an Purchaser) over a period of three years from the
Initial Date at an exercise price of $0.20 per share, which is subject to certain adjustments including anti-dilution provisions
(since the Initial Date through March 31, 2019, no adjustments have been made to the conversion price). In addition, the Company
is also obligated to pay Newbridge a warrants solicitation fee equal to 4% of the gross proceeds received by the Company upon
cash exercise of any Warrants purchased by the Purchaser in connection with the Agreement (since the Initial Date through March
31, 2019, no solicitation fee was earned).
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 the Company, alleging that Dr. Baruch conducted an improper sexual relationship with
a psychiatric patient. Dr. Baruch denies all allegations. The Company together with its legal counsels believe that 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 the Company’s
directors or officers. The Company is evaluating its proposed response, if any, considering the allegations brought against Dr.
Baruch.
The
aforesaid charges brought against Dr. Baruch are considered a “trigger event” (the “Trigger Event”) under
the Series A Certificate of Designation. Subject to certain beneficial ownership limitations of the Preferred Stock, at any time
during the period commencing on the date of the occurrence of a Trigger Event and ending on the date of the cure of such Trigger
Event, the Purchaser of the Preferred Stock may, at its 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, Preferred Stock into shares of the Company’s
common stock at an adjusted conversion ratio as specified in the Series A Certificate of Designation.
Due
to the aforesaid Trigger Event, the conversion price was adjusted to an amount equal to (A) 75% of the quotient determined by
dividing (x) the sum of the 3 lowest Closing Prices of the Common Stock during the period beginning 10 Trading Days prior to such
Triggering Event Conversion Date and ending 3 Trading Days after the shares of Common Stock are received into Holder’s brokerage
account and fully cleared for trading, by (y) 3, minus (B) $0.01.
OWC
PHARMACEUTICAL RESEARCH CORP. AND SUBSIDIARY
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE
4
|
-
|
SERIES
A CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT (Cont.)
|
The
Warrants are considered a freestanding instrument, as the Company believes they are legally detachable and separately exercisable.
As
defined in the Agreement, upon certain changes in control events, the Purchaser may elect to receive cash equal to the Black-Scholes
value of the outstanding Warrants. Consequently, the Warrants were accounted for and recognized as a non-current financial liability
on the consolidated balance sheet under ASC 815-40-25 and were measured at fair value at the initial date and subsequently the
Warrants are marked to market in each reporting period until they are exercised or expired, as earlier, with changes in the fair
value of the Warrants charged into the statement of comprehensive loss. Thus, the Warrants amounting to $400 and $1,475 were measured
at fair value on March 31, 2019 and December 31, 2018, respectively. For the three months period ended March 31, 2019, the Company
recorded income in total amount of $1,075, due to revaluation of Warrants to purchase shares of Common Stock in the statement
of operations and comprehensive loss as separate line (see also Note 3).
In
addition, at the Initial Date, the Company identified several embedded features which require separate accounting as derivatives
under ASC 815-15. Nevertheless, except specific embedded feature relating to contingent redemption feature in case of other than
upon bankruptcy triggering event, the Company determined that all remaining embedded features should not bifurcated from the host
contract or the probability of occurrence of such embedded features is low and therefore the fair value of such embedded features
was determined to be immaterial upon initial recognition. In addition, the Company determined that the Trigger Event is considered
as optional conversion feature upon triggering event that should be estimated at fair value. Thus, the bifurcated embedded derivatives
amounting to $8,583 and $8,129 were measured at fair value on March 31, 2019 and December 31, 2018, respectively. The change in
the fair value is resulted from revaluation of the bifurcated embedded derivatives in total amount of $1,290 which was recognized
under other expenses in the statement of comprehensive loss in a separate line for the three months ended March 31, 2019. In addition,
upon a partial conversion of 50 share of Series A Convertible Preferred Stock into 24,961,347 shares of common stock, a relative
portion of $275 was reclassified to equity (see also Note 3).
Under
ASC 480-10-S99 “Distinguishing Liabilities from Equity”, since the Series A Convertible Preferred Stock have conditional
redemption provisions which are outside of the control of the Company and also contain a deemed liquidation preference, the Preferred
Stock were classified as mezzanine financing at the initial measurement date at the residual amount, which is the difference between
the total proceeds received, the fair value of the Warrants, the fair value of the embedded derivative related to the contingent
redemption of Series A Convertible Preferred Stock and after consideration with the amount related to the BCF. Subsequently, the
Company accretes changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable
that the instrument will become redeemable, if later) to the earliest redemption date of the instrument using an appropriate methodology.
Changes in the redemption value are considered as changes in accounting estimates.
OWC
PHARMACEUTICAL RESEARCH CORP. AND SUBSIDIARY
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE
4
|
-
|
SERIES
A CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT (Cont.)
|
The
below table outlines the change in the mezzanine account during the three months ended March 31, 2019 -
|
|
Three
months ended
March
31, 2019
|
|
|
|
Unaudited
|
|
|
|
|
|
Balance
at December 31, 2018
|
|
$
|
2,226
|
|
Accretion
of Preferred Stock to redemption value
|
|
|
989
|
|
Partial
conversion of Preferred Stock into shares of common stock
|
|
|
(275
|
)
|
Balance
at March 31, 2019
|
|
$
|
2,940
|
|
|
D.
|
Stock-based
compensation
|
|
1.
|
In
2019, the Company approved the Amended and Restated 2016 Employee Incentive Plan (the “2016 Plan”) which provides
for the issuance of common stock, stock options and other stock-based awards to employees, officers, directors, consultants,
and advisors. The number of shares reserved for issuance under the 2016 Plan is 36,000,000 shares of common stock.
|
|
|
|
|
2.
|
Stock
options grants:
A.
On
January 14, 2019, the Company granted stock options exercisable into 500,000 shares to several employees under the 2016
Plan at an exercise price of $0.22 per share. The stock options become vested over a three-year period from the date of
grant. The stock options shall vest 1/3 one year from the grant date and the remaining 2/3 on a quarterly basis (8.33%
per quarter). The Company used the Black-Scholes-Merton pricing model to estimate the fair value of the stock options
by taking into account assumptions as follows: expected dividend yield of 0%; risk-free interest rate of 2.51%; expected
volatility of 252% and expected term of 4.46 years. The fair value of the stock options at the grant date was $64.
B.
On
January 14, 2019, the Company granted stock options exercisable into 1,500,000 shares to its Chief Scientific Officer
under the 2016 Plan at an exercise price of $0.05 per share. 33% of the stock options vested on February 18, 2019 and
the remaining 1,000,000 stock options will vest over a 2-year period commencing on the first quarter after the first vesting
event, in equal quarterly installments of 125,000 stock options per quarter. The Company used the Black-Scholes-Merton
pricing model to estimate the fair value of the stock options by taking into account assumptions as follows: expected
dividend yield of 0%; risk-free interest rate of 2.51%; expected volatility of 286% and expected term of 3.35 years. The
fair value of the stock options at the grant date was $194.
C.
On
February 4, 2019, the Company granted stock options exercisable into 1,500,000 shares to its Chief Financial Officer,
under the 2016 Plan at an exercise price of $0.22 per share. The stock options shall vest over a 3-year period from the
vesting start date, such that approximately 166,656 stock options shall vest upon the 1-year anniversary of the start
date and the remaining stock options shall vest in 8 equal quarterly instalments thereafter. The Company used the Black-Scholes-Merton
pricing model to estimate the fair value of the stock options by taking into account assumptions as follows: expected
dividend yield of 0%; risk-free interest rate of 2.51%; expected volatility of 252% and expected term of 4.49 years. The
fair value of the stock options at the grant date was $151.
|
OWC
PHARMACEUTICAL RESEARCH CORP. AND SUBSIDIARY
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE
4
|
-
|
SERIES
A CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT (Cont.)
|
|
3.
|
The
following tables present a summary of the status of the grants to employees, officers and directors as of March 31, 2019:
|
|
|
Shares
|
|
|
Weighted
average
exercise price
|
|
|
Weighted
average
remaining
contractual
term (years)
|
|
|
Aggregate
intrinsic
value (*)
|
|
Options
outstanding at December 31, 2018
|
|
|
27,250,000
|
|
|
$
|
0.05
|
|
|
|
8.0
|
|
|
$
|
1,453
|
|
Granted
|
|
|
3,500,000
|
|
|
$
|
0.15
|
|
|
|
-
|
|
|
|
-
|
|
Forfeited
|
|
|
(750,000
|
)
|
|
$
|
0.05
|
|
|
|
-
|
|
|
|
-
|
|
Options
outstanding at March 31, 2019
|
|
|
30,000,000
|
|
|
$
|
0.06
|
|
|
|
8.04
|
|
|
$
|
-
|
|
Options
exercisable at March 31, 2019
|
|
|
26,750,000
|
|
|
$
|
0.05
|
|
|
|
7.83
|
|
|
$
|
-
|
|
|
(*)
|
The
aggregate intrinsic value represents the total intrinsic value (the difference between the fair value of the Company’s
Ordinary Shares on the last traded day of first quarter of 2019 and the exercise price, multiplied by the number of in-the-money
options) that would have been received by the option holders had all option holders exercised their options on March 31, 2019.
This amount is impacted by the changes in the fair value of the Company’s shares.
|
|
4.
|
The
following table summarizes information about stock options outstanding at March 31, 2019:
|
|
|
Options
Outstanding
|
|
|
|
|
|
Options
Exercisable
|
|
Range
of exercise prices
|
|
Shares
|
|
|
Weighted
average
exercise
price
|
|
|
Weighted
average
remaining
life (years)
|
|
|
Shares
|
|
|
Weighted
average
exercise
price
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$0.05
|
|
|
27,900,000
|
|
|
$
|
0.05
|
|
|
|
7.92
|
|
|
|
26,650,000
|
|
|
$
|
0.05
|
|
$0.10-$0.30
|
|
|
2,100,000
|
|
|
$
|
0.22
|
|
|
|
9.70
|
|
|
|
100,000
|
|
|
$
|
0.20
|
|
Total
Shares
|
|
|
30,000,000
|
|
|
$
|
0.06
|
|
|
|
8.04
|
|
|
|
26,750,000
|
|
|
$
|
0.05
|
|
|
5.
|
As
of March 31, 2019, there was $223 of total unrecognized compensation cost related to non-vested stock options granted under
the 2016 Plan. This cost is expected to be recognized over a weighted-average period of 0.71 years.
|
|
|
|
|
6.
|
The
total equity-based compensation expense related to all of the Company’s equity-based awards issued to employees, recognized
for the three months ended March 31, 2019 and 2018 amounted to $40 and $345, respectively. The expense for the three months
ended March 31, 2019 is net of credit from reversal of previous expense on forfeited option. These expenses have been recorded
as general and administrative expenses as part of the statement of comprehensive loss.
|
OWC
PHARMACEUTICAL RESEARCH CORP. AND SUBSIDIARY
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE
4
|
-
|
SERIES
A CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT (Cont.)
|
|
7.
|
On
December 12, 2017, the Company entered into a new agreement with a service provider, Lyons Capital LLC, pursuant to which
the service provider rendered services in February 2018 relating to the 2018 Wall Street Conference at the Deerfield Beach
Florida Hilton and sponsorship in the conference for consideration of 150,000 fully vested restricted shares of Common Stock
of the Company. The grant was accounted for under ASC 505-50 “share-based payment arrangement with nonemployees”,
when the fair value of the grant amounting to $72 was recorded as part of general and administrative expenses for the year
ended December 31, 2018. As of March 31, 2019, the aforesaid shares have not been issued by the Company.
|
|
E.
|
Common
stock subscriptions receivable
In
January 2018, the Company received a cash payment of $105 for common stock subscriptions receivable from a former employee.
|
|
F.
|
Amortization
of services receivable
Prior
to January 1, 2019 the Company had granted stock awards to non-employees that are being recognized ratably over the requisite
service periods. The Company recognized amortization of services receivable of $35 and $241 for the three months ended
March 31, 2019 and 2018, respectively.
|
NOTE
5
|
-
|
COMMITMENTS
AND CONTINGENCIES
|
|
1.
|
On
October 11, 2015, OWC entered into a memorandum of understanding with Medmar LLC (“Medmar”) for the purpose of
granting an exclusive, non-transferable, royalty-bearing license, to manufacture, produce, publicize, promote and market the
licensed products described therein in the State of Hawaii and the State of Pennsylvania, pursuant to which Medmar has paid
$50 to OWC. On February 8, 2016, OWC and Medmar II, an affiliate of Medmar, executed a right of first refusal agreement providing
Medmar certain rights in connection with the commercialization of OWC’s Cannabis-Based Medical Products in other states
in the USA, pursuant to which Medmar has paid $50 to OWC.
|
|
|
|
|
|
On
March 17, 2016, Medmar and OWC executed a consulting and License Agreement (the “License Agreement”), pursuant
to which OWC granted to Medmar an exclusive, non-transferable, royalty-bearing license, to manufacture, produce, publicize,
promote and market certain of OWC’s products (as defined in the License Agreement) in the State of Maryland, against
payment by Medmar to OWC of a royalty. As part of the License Agreement, OWC received from Medmar an advance amount of $50.
As OWC did not have any performance obligation in connection with the agreement, OWC recorded revenues in an amount of $50
during the year ended December 31, 2016.
|
|
|
|
|
|
As
of March 31, 2019 and December 31, 2018, the Company deferred revenue in connection to the license in the State of Hawaii
and the State of Pennsylvania and the right of first refusal in the aggregate amount of $100.
|
|
|
|
|
2.
|
In
August 2017, OWC engaged PharmItBe Ltd, a company specializing in pharmaceutical research and development to develop and produce
a second generation of its cannabis soluble tablet. This development was completed during the second quarter of 2018. The
production of the cannabis soluble tablet for the purpose of clinical trials was completed during the fourth quarter of 2018.
OWC recorded research and development expenses of $29 during the three months ended March 31, 2018.
|
OWC
PHARMACEUTICAL RESEARCH CORP. AND SUBSIDIARY
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE
5
|
-
|
COMMITMENTS
AND CONTINGENCIES (Cont.)
|
|
3.
|
On
November 3, 2016, OWC entered into a Joint Venture Memorandum of Understanding with Michepro Holding Ltd. (“EU Partner”),
(“JV” or “MOU”). The EU Partner and OWC have agreed as follows: (i) to establish a strategic marketing
and distribution alliance (the “JV”) to promote the sale of OWC’s Products in the European Union (the “EU”);
(ii) the interest of the parties in the JV shall be held by the parties such that the EU Partner shall hold 25% of such interest
and OWC shall hold the remaining 75% of such interest; (iii) OWC shall provide the JV with OWC’s Products for sale and
distribution solely in the EU, at prices to be agreed between the parties from time to time; and (iv) EU Partner shall be
responsible for the day-to-day management of the JV, at its own costs, and for this purpose shall make available to the JV
its knowledge, business connection and personnel, all in order to maximize the sales of OWC’s Products in the EU through
the JV. The JV had not commenced operations and did not have any assets or liabilities as of March 31, 2019.
|
|
|
|
|
4.
|
On
August 6, 2015, OWC signed a Memorandum of Understanding with Emilia Cosmetics Ltd. (“Emilia”),
a large Israeli private label manufacturer which operates in the field of development,
production, manufacturing and packaging of health and beauty products including for treatment
of human skin disease, for the development, manufacture and marketing of a cannabis-based
topical ointment to treat psoriasis.
On
November 27, 2016, the Company and OWC (the “Group”) entered into a license agreement with Emilia (the “Emilia
License Agreement”). During the fourth quarter of 2016, the Group completed the development process and then initiated
a phase I study at Chaim Sheba Medical Center (“Sheba”) to explore the safety of the cannabis-based topical
ointment on psoriasis. Prior to entering into the Emilia License Agreement, the Group and Emilia conducted a development
and evaluation program (as defined in the Emilia License Agreement) for the development of a specific product comprising
Emilia’s formulation with certain medical cannabis extract provided by the Group for topical treatment of psoriasis.
Pursuant
to the Emilia License Agreement, Emilia granted a limited license to the Group with respect to Emilia’s licensed
intellectual property to be developed and commercialized worldwide in the topical treatment of psoriasis in humans with
OWC’s Product, as defined in the Emilia License Agreement. If such trial proves successful, Emilia will grant the
Group an exclusive, worldwide, transferable, royalty-bearing license, with the right to grant sublicenses, to use, sell
and commercially exploit the Emilia intellectual property, in consideration for which, from and after the first commercial
sales of the licensed product, the Group shall pay to Emilia a royalty at the rate of ten percent of net sales during
the period beginning upon the first commercial sale and ending ten years thereafter. In the event the sale of the licensed
product during the royalty term reaches the minimum sales targets set forth in the Emilia License Agreement, the royalty
term will be extended for an additional five-year term.
No
sales have occurred to date and therefore there is no impact on these consolidated financial statements.
|
OWC
PHARMACEUTICAL RESEARCH CORP. AND SUBSIDIARY
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE
5
|
-
|
COMMITMENTS
AND CONTINGENCIES (Cont.)
|
|
5.
|
On
December 29, 2016, OWC entered into a Research Agreement with Medical Research Infrastructure Development and Health Services
Fund (the “Fund”) by Chaim Sheba Medical Center (“Sheba”). Pursuant to the Clinical Research Agreement,
the Fund shall perform a Phase I, double blind, randomized, placebo-controlled, maximal dose clinical trial (the “Psoriasis
Trial”) to determine the safety and tolerability of topical ointment containing MGC (“Medical Grade Cannabis”
or the “Drug Trial”) in healthy volunteers, employing the services of Professor Aviv Barzilay, Director of the
Department of Dermatology- Chaim Sheba Medical Center, Tel Hashomer, Israel, to lead the Trial (the “Investigator”).
The Trial shall be conducted in compliance with the following, as defined in the Research Agreement: (1) the Protocol; (2)
the Ministry Guidelines; (3) the instructions and terms specified in the Helsinki Committee’s approval; (4) the ICH-GCP;
(5) the Helsinki Declarations; (6) the applicable laws, rules and regulations regulating such Trials which are applicable
in Israel; and (7) written instructions and prescriptions issued by OWC and governing the administration of the Drug Trial.
On January 29, 2019, the Company reported positive phase I safety data from the Trial. Pursuant to the Research Agreement,
OWC is obliged to pay Sheba $170 for conducting the safety Trial for the ointment, the remainder of payment, $37 was paid
through the period of 3 months ended March 31, 2018. The amounts of $37 and $44 have been recorded as research and development
expenses related to the Trial during the period of three months ended March 31, 2019 and 2018, respectively.
|
|
|
|
|
6.
|
On
October 22, 2014, OWC entered into a Service agreement with Sheba Academic Medical Center, a hospital in Tel-Aviv, Israel,
relating to the use of cannabis to treat Myeloma. Within the framework of this Service agreement, OWC is required to conduct
pre-clinical studies on multiple myeloma for total payment of $170. During the three months ended March 31, 2019 and 2018,
the Company has not recorded any research and development expenses related to the Service Agreement.
|
|
|
|
|
|
At
present, OWC uses its available working capital to fund these studies.
|
|
1.
|
On
February 28, 2017, the Company filed an action for alleged legal malpractice against
the NYC law firm of Sichenzia Ross FerenceKesner LLP and Marc J. Ross, Esq. a partner
at Sichenzia Ross in New York State Supreme Court in New York County. The Company’s
claims arise out of legal services allegedly negligently performed by Ross and Sichenzia
Ross. The Company brought the action seeking recovery of monetary damages noted above
due to the defendants’ alleged failure to exercise a professional standard of care
in their representation of OWCP.
The
action is currently pending in the Supreme Court of the State of New York, County of New York and is in the discovery
phase.
|
|
|
|
|
2.
|
The
Company has also sued certain individuals in the Supreme Court of the State of New York regarding defaulted loan obligations
related to 2,354,480 shares granted to them. The matter has been settled as against certain individuals, while the Company
is still pursuing its claims against one individual for an outstanding sum of approximately $15. The Company is currently
monitoring the payment of the settlement funds amounting to $121 which are included as part of Common Stock Subscriptions
Receivable.
|
OWC
PHARMACEUTICAL RESEARCH CORP. AND SUBSIDIARY
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE
5
|
-
|
COMMITMENTS
AND CONTINGENCIES (Cont.)
|
|
3.
|
On
December 6, 2018, the Company has entered into a Settlement Agreement (the “Agreement”) with the “Plaintiff”,
in the Tel Aviv Regional Court of Labor, pursuant to which subject to receiving a withholding tax certificate from the Plaintiff,
the Company will issue to the Plaintiff a number of shares of the Company’s common stock at an aggregate value of $725
on the issuance date. The price per share will be determined based on the average closing price of the share during the three
business days preceding the date in which the Company receives the withholding tax certificate from the Plaintiff.
|
|
|
|
|
|
In
addition, the Company has provided the Plaintiff a price protection for a period of 6-months (the “Limitation Period”)
commencing the date in which the withholding tax certificate has been received by the Company, under which if the value of
the common stock issued to the Plaintiff falls below $725 at the end of the Limitation Period, in such case the Company will
issue the Plaintiff additional common stock to get the aggregate value back to $725.
|
|
|
|
|
|
The
Company and the Plaintiff mutually agreed to dismiss all claims other than the Company’s claims against the Plaintiff
in the USA.
|
|
|
|
|
|
As
of the filing date of these consolidated financial statements, the withholding tax certificate has not been received by the
Company and therefore as of that date, the number of shares to be issued to the Plaintiff, cannot be considered as fixed and
determinable. Also, the Company has not yet issued any shares to the Plaintiff and the price protection feature has not been
granted.
|
|
|
|
|
|
As
the obligation will be settled only through the issuance of the Company’s common stock, the liability related to shares
to be issued was presented as non-current as of March 31, 2019 and December 31, 2018, in total amount of $725.
|
NOTE
6
|
-
|
SUBSEQUENT
EVENTS
|
|
A.
|
Dividend
distribution on Series A Convertible Preferred Stock
On
April 1, 2019, the Company paid a dividend of $65 by issuing 3,563,950 shares of common stock to the Purchaser of the
Preferred Stock (see also Note 4B).
|
|
B.
|
Commencement
of Safety and Pharmacokinetics (PK) study of OWC’s soluble tablet versus Sativex®
On
April 15, 2019, the Company commenced a single dose, randomized, crossover study to compare the safety, tolerability and
pharmacokinetics (PK) of OWC’s Medical Grade Cannabis - Orally Disintegrating Tablets (MGC-ODT) versus buccal Sativex®,
in healthy adult volunteers (NCT03936907). The study is being conducted at the Souraski Medical Center in Tel Aviv, Israel.
This is a crossover study in which participants are administered with Sativex and OWC’s MGC-ODT, randomly, at least
two weeks apart.
Plasma
is collected during a 24-hour period, at pre-determined times, and side effects are being monitored. The participants’
concentrations of THC, CBD and 11-OH-THC will be quantified, and their plasma PK analyzed. The safety, tolerability and
PK profile following Sativex and MGC-ODT will be compared.
|
|
C.
|
Issuance
of Unregistered Securities
As
discussed in Note 4B, commencing April 1, 2019 through the date of these condensed consolidated financial statements,
the Purchaser converted an aggregate of 5 shares of Preferred Stock into an aggregate of 15,059,605 shares of Common Stock.
|
|
Fahn
Kanne & Co.
|
Report
of Independent Registered Public Accounting Firm
|
Head
Office
|
|
32
Hamasger Street
|
|
Tel-Aviv
6721118, ISRAEL
|
|
PO
Box 36172, 6136101
|
Board
of Directors and Stockholders
|
|
OWC
Pharmaceutical Research Corp.
|
T
+972 3 7106666
|
|
F
+972 3 7106660
|
|
www.gtfk.co.il
|
Opinion
on the financial statements
We
have audited the accompanying consolidated balance sheets of OWC Pharmaceutical Research Corp. (a Delaware corporation) and subsidiary
(the “Company”) as of December 31, 2018 and 2017, the related consolidated statements of comprehensive loss, changes
in series A convertible preferred stock and stockholders’ equity (deficit), and cash flows for each of the two years in
the period ended December 31, 2018, and the related notes (collectively referred to as the “financial statements”).
In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of
December 31, 2018 and 2017, and the results of its operations and its cash flows for each of the two years in the period ended
December 31, 2018, in conformity with accounting principles generally accepted in the United States of America.
Going
concern
The
accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed
in Note 1B to the financial statements, the Company has incurred net losses since its inception, and has not yet generated any
significant revenues. As of December 31, 2018, there is an accumulated deficit of $27,222,000. These conditions, along with other
matters as set forth in Note 1B, raise substantial doubt about the Company’s ability to continue as a going concern. Management’s
plans in regard to these matters are also described in Note 1B. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
Basis
for opinion
These
financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on
the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company
Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company
in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission
and the PCAOB.
We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error
or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial
reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not
for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.
Accordingly, we express no such opinion.
Our
audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to
error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles
used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.
We believe that our audits provide a reasonable basis for our opinion.
/s/
FAHN KANNE & CO. GRANT THORNTON ISRAEL
We
have served as the Company’s auditor since 2017.
Tel-Aviv,
Israel
April
1, 2019
Certified
Public Accountants
Fahn
Kanne & Co. is the Israeli member firm of Grant Thornton International Ltd
OWC
PHARMACEUTICAL RESEARCH CORP. AND SUBSIDIARY
CONSOLIDATED
BALANCE SHEETS
(In
thousands, except share and per share amounts)
|
|
US
dollars
|
|
|
|
December
31,
|
|
|
|
2018
|
|
|
2017
|
|
ASSETS
|
|
|
|
|
|
|
Current
assets
|
|
|
|
|
|
|
|
|
Cash
and cash equivalents
|
|
|
3,464
|
|
|
|
971
|
|
Other
current assets
|
|
|
52
|
|
|
|
74
|
|
Total
current assets
|
|
|
3,516
|
|
|
|
1,045
|
|
|
|
|
|
|
|
|
|
|
Property
and equipment, net (Note 3)
|
|
|
37
|
|
|
|
16
|
|
Total
Assets
|
|
|
3,553
|
|
|
|
1,061
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES,
SERIES A CONVERIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT)
|
|
|
|
|
|
|
|
|
Current
liabilities:
|
|
|
|
|
|
|
|
|
Accounts
payable
|
|
|
98
|
|
|
|
37
|
|
Other
current liabilities
|
|
|
240
|
|
|
|
133
|
|
Deferred
revenues (Note 4A1)
|
|
|
100
|
|
|
|
100
|
|
Total
current liabilities
|
|
|
438
|
|
|
|
270
|
|
|
|
|
|
|
|
|
|
|
Non-current
liabilities
|
|
|
|
|
|
|
|
|
Liability
related to shares to be issued (Note 4B3)
|
|
|
725
|
|
|
|
-
|
|
Liability
related to warrants to purchase Common Stock (Note 5C)
|
|
|
1,475
|
|
|
|
-
|
|
Bifurcated
embedded derivative, at fair value (Note 5 C)
|
|
|
8,129
|
|
|
|
-
|
|
Total
liabilities
|
|
|
10,767
|
|
|
|
270
|
|
|
|
|
|
|
|
|
|
|
Commitments
and Contingencies (Note 4)
|
|
|
|
|
|
|
|
|
Series
A Convertible Preferred Stock (Note 5C):
|
|
|
|
|
|
|
|
|
Series
A Convertible Preferred Stock, $0.00001 par value; 20,000,000 shares authorized at December 31, 2018 and 2017; 490 and 0 shares
issued and outstanding at December 31, 2018 and 2017, respectively; Aggregate liquidation preference $5,880 at December 31,
2018.
|
|
|
2,226
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Stockholders’
Equity (Deficit) (Note 5):
|
|
|
|
|
|
|
|
|
Common
stock, $0.00001 par value; 500,000,000 shares authorized at December 31, 2018 and 2017; 150,207,393 and 147,758,908 shares
issued and outstanding at December 31, 2018 and 2017, respectively
|
|
|
2
|
|
|
|
2
|
|
Additional
paid-in capital
|
|
|
18,137
|
|
|
|
16,169
|
|
Services
receivable
|
|
|
(121
|
)
|
|
|
(525
|
)
|
Common
stock subscriptions receivable
|
|
|
(239
|
)
|
|
|
(344
|
)
|
Accumulated
deficit
|
|
|
(27,222
|
)
|
|
|
(14,517
|
)
|
Accumulated
other comprehensive income
|
|
|
3
|
|
|
|
6
|
|
Total
stockholders’ equity (deficit)
|
|
|
(9,440
|
)
|
|
|
791
|
|
Total
Liabilities, Series A Convertible Preferred Stock and Stockholders’ Equity (Deficit)
|
|
|
3,553
|
|
|
|
1,061
|
|
The
accompanying notes are an integral part of the consolidated financial statements.
OWC
PHARMACEUTICAL RESEARCH CORP. AND SUBSIDIARY
CONSOLIDATED
STATEMENTS OF COMPREHENSIVE LOSS
(In
thousands, except share and per share amounts)
|
|
US
dollars
|
|
|
|
December
31,
|
|
|
|
2018
|
|
|
2017
|
|
Operating
expenses:
|
|
|
|
|
|
|
|
|
Research
and development
|
|
|
712
|
|
|
|
441
|
|
General
and administrative (Note 6)
|
|
|
2,859
|
|
|
|
4,113
|
|
Expense
related to settlement agreement (Note 4B3)
|
|
|
725
|
|
|
|
-
|
|
Total
operating expenses
|
|
|
4,296
|
|
|
|
4,554
|
|
|
|
|
|
|
|
|
|
|
Other
expenses (income):
|
|
|
|
|
|
|
|
|
Issuance
costs related to issued Warrants and identified bifurcated embedded derivative through April 2018 PIPE (Note 5C)
|
|
|
823
|
|
|
|
-
|
|
Revaluation
of liability related to warrants to purchase common stock (Note 5C)
|
|
|
(2,125
|
)
|
|
|
-
|
|
Revaluation
of bifurcated embedded derivative (Note 5C)
|
|
|
7,261
|
|
|
|
-
|
|
Other
finance expenses, net
|
|
|
3
|
|
|
|
5
|
|
Net
loss
|
|
|
(10,258
|
)
|
|
|
(4,559
|
)
|
Other
comprehensive loss:
|
|
|
|
|
|
|
|
|
Foreign
currency translation adjustment
|
|
|
(3
|
)
|
|
|
*)-
|
|
|
|
|
|
|
|
|
|
|
Comprehensive
loss
|
|
|
(10,261
|
)
|
|
|
(4,559
|
)
|
|
|
|
|
|
|
|
|
|
Dividend
on Series A Convertible Preferred Stock (Note 5B)
|
|
|
(179
|
)
|
|
|
-
|
|
Accretion
of Series A Convertible Preferred Stock to redemption value (Note 5C)
|
|
|
(2,268
|
)
|
|
|
-
|
|
Net
loss attributable to common stockholders
|
|
|
(12,705
|
)
|
|
|
(4,559
|
)
|
Basic
and diluted per share amounts:
|
|
|
|
|
|
|
|
|
Basic
and diluted net loss
|
|
$
|
(0.09
|
)
|
|
$
|
(0.03
|
)
|
Weighted
average shares outstanding (basic and diluted)
|
|
|
148,066,387
|
|
|
|
145,203,738
|
|
*)
Representing an amount lower than $1.
The
accompanying notes are an integral part of the consolidated financial statements.
OWC
PHARMACEUTICAL RESEARCH CORP. AND SUBSIDIARY
CONSOLIDATED
STATEMENTS OF CHANGES IN SERIES A CONVERTIBLE PREFERRED STOCK
AND
STOCKHOLDERS’ EQUITY (DEFICIT)
(In
thousands, except share and per share amounts)
|
|
Series
A Convertible Preferred Stock
|
|
|
Common
Stock
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
|
|
|
Amount
|
|
|
Shares
|
|
|
Amount
|
|
|
Additional
Paid-in
Capital
|
|
|
Services
Receivable
|
|
|
Common
Stock Subscriptions Receivable
|
|
|
Accumulated
Deficit
|
|
|
Accumulated
Other Comprehensive Income (Loss)
|
|
|
Total
Stockholders’
Equity (Deficit)
|
|
US
dollars (except share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
at December 31, 2016
|
|
|
-
|
|
|
|
-
|
|
|
|
139,447,782
|
|
|
|
1
|
|
|
|
11,039
|
|
|
|
(592
|
)
|
|
|
(395
|
)
|
|
|
(9,958
|
)
|
|
|
6
|
|
|
|
101
|
|
Stock-based
compensation
|
|
|
-
|
|
|
|
-
|
|
|
|
100,000
|
|
|
|
*)-
|
|
|
|
2,050
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
2,050
|
|
Financial
instruments issued for services to be received
|
|
|
-
|
|
|
|
-
|
|
|
|
1,166,127
|
|
|
|
*)-
|
|
|
|
1,187
|
|
|
|
(1,187
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Amortization
of services receivable
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
*)-
|
|
|
|
|
|
|
|
1,254
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
1,254
|
|
Common
stock issued upon exercise of warrants (Note 5G1)
|
|
|
-
|
|
|
|
-
|
|
|
|
1,750,642
|
|
|
|
*)-
|
|
|
|
225
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
225
|
|
Common
stock issued upon exercise of options and warrants on cashless basis (Notes 5G2-5G4)
|
|
|
-
|
|
|
|
-
|
|
|
|
890,719
|
|
|
|
*)-
|
|
|
|
(*
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(*
|
|
Payments
received on subscriptions receivable (Note 5E)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
51
|
|
|
|
-
|
|
|
|
-
|
|
|
|
51
|
|
Common
stock issued for cash @$0.13 together with detachable warrants (Note 5D1)
|
|
|
-
|
|
|
|
-
|
|
|
|
904,924
|
|
|
|
*)-
|
|
|
|
118
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
118
|
|
Common
stock issued for cash @$0.17 together with detachable warrants (Note 5D2)
|
|
|
-
|
|
|
|
-
|
|
|
|
588,237
|
|
|
|
*)-
|
|
|
|
100
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
100
|
|
Common
stock issued for cash @$0.25 together with detachable warrants (Note 5D3)
|
|
|
-
|
|
|
|
-
|
|
|
|
520,000
|
|
|
|
*)-
|
|
|
|
130
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
130
|
|
Common
stock issued for cash @$0.50 together with detachable warrants (Note 5D4)
|
|
|
-
|
|
|
|
-
|
|
|
|
1,767,250
|
|
|
|
*)-
|
|
|
|
884
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
884
|
|
Common
stock issued for cash @$0.70 together with detachable warrants (Note 5D5)
|
|
|
-
|
|
|
|
-
|
|
|
|
623,227
|
|
|
|
*)-
|
|
|
|
436
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
436
|
|
Other
comprehensive income
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
*)-
|
|
|
|
*)-
|
|
Net
loss
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(4,559
|
)
|
|
|
-
|
|
|
|
(4,559
|
)
|
Balance
at December 31, 2017
|
|
|
-
|
|
|
|
-
|
|
|
|
147,758,908
|
|
|
|
2
|
|
|
|
16,169
|
|
|
|
(525
|
)
|
|
|
(344
|
)
|
|
|
(14,517
|
)
|
|
|
6
|
|
|
|
791
|
|
Stock-based
compensation
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
814
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
814
|
|
Amortization
of services receivable
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
404
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
404
|
|
Payments
received on subscriptions receivable (Note 5E)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
105
|
|
|
|
-
|
|
|
|
-
|
|
|
|
105
|
|
Issuance
of Series A convertible preferred stock, net of fair value of bifurcated embedded derivative, fair value of detachable warrants
and beneficial conversion feature on Series A Convertible Preferred Stock, net of issuance costs (Note 5C)
|
|
|
500
|
|
|
|
*)-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
*)-
|
|
Beneficial
Conversion Feature on Series A Convertible Preferred Stock (Note 5C)
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
-
|
|
|
|
773
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
773
|
|
Dividend
on Series A Convertible Preferred Stock (Notes 5B-5C)
|
|
|
-
|
|
|
|
-
|
|
|
|
801,230
|
|
|
|
*)-
|
|
|
|
179
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(179
|
)
|
|
|
-
|
|
|
|
-
|
|
Accretion
of Series A Convertible Preferred Stock to redemption value (Note 5C)
|
|
|
-
|
|
|
|
2,268
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(2,268
|
)
|
|
|
-
|
|
|
|
(2,268
|
)
|
Partial
conversion of Series A Convertible Preferred Stock into common stock (Notes 5B-5C)
|
|
|
(10
|
)
|
|
|
(42
|
)
|
|
|
1,647,255
|
|
|
|
*)-
|
|
|
|
202
|
|
|
|
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
202
|
|
Other
comprehensive loss
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(3
|
)
|
|
|
(3
|
)
|
Net
Loss
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(10,258
|
)
|
|
|
-
|
|
|
|
(10,258
|
)
|
Balance
at December 31, 2018
|
|
|
490
|
|
|
|
2,226
|
|
|
|
150,207,393
|
|
|
|
2
|
|
|
|
18,137
|
|
|
|
(121
|
)
|
|
|
(239
|
)
|
|
|
(27,222
|
)
|
|
|
3
|
|
|
|
(9,440
|
)
|
*)
Representing an amount lower than $1.
The
accompanying notes are an integral part of the consolidated financial statements.
OWC
PHARMACEUTICAL RESEARCH CORP. AND SUBSIDIARY
CONSOLIDATED
STATEMENTS OF CASH FLOWS
(In
thousands)
|
|
US
dollars
|
|
|
|
Year
ended
December 31,
|
|
|
|
2018
|
|
|
2017
|
|
|
|
|
|
|
|
|
Cash
flows from operating activities:
|
|
|
|
|
|
|
|
|
Net
loss
|
|
|
(10,258
|
)
|
|
|
(4,559
|
)
|
|
|
|
|
|
|
|
|
|
Adjustments
to reconcile net loss to cash used in operating activities:
|
|
|
|
|
|
|
|
|
Depreciation
of property and equipment
|
|
|
7
|
|
|
|
8
|
|
Stock-based
compensation
|
|
|
814
|
|
|
|
2,050
|
|
Amortization
of services receivable
|
|
|
404
|
|
|
|
1,254
|
|
Direct
and incremental issuance costs related to April 2018 PIPE transaction paid with Warrants (Note 5C)
|
|
|
483
|
|
|
|
-
|
|
Revaluation
of liability related to warrants to purchase common stock (Note 5C)
|
|
|
(2,125
|
)
|
|
|
-
|
|
Revaluation
of bifurcated embedded derivative (Note 5C)
|
|
|
7,261
|
|
|
|
|
|
Exchange
differences on principal of nonrecourse loan
|
|
|
-
|
|
|
|
*)-
|
|
Liability
related to shares to be issued
|
|
|
725
|
|
|
|
-
|
|
Changes
in assets and liabilities:
|
|
|
|
|
|
|
|
|
(Increase)
decrease in other current assets
|
|
|
22
|
|
|
|
(64
|
)
|
Increase
in accounts payable
|
|
|
61
|
|
|
|
32
|
|
Increase
in other current liabilities
|
|
|
107
|
|
|
|
93
|
|
Cash
used in operating activities
|
|
|
(2,499
|
)
|
|
|
(1,186
|
)
|
|
|
|
|
|
|
|
|
|
Cash
flows from investing activities:
|
|
|
|
|
|
|
|
|
Purchase
of property and equipment
|
|
|
(28
|
)
|
|
|
(10
|
)
|
Cash
used in investing activities
|
|
|
(28
|
)
|
|
|
(10
|
)
|
|
|
|
|
|
|
|
|
|
Cash
flows from financing activities:
|
|
|
|
|
|
|
|
|
Proceeds
from issuance of common stock and warrants (Note 5D)
|
|
|
-
|
|
|
|
1,668
|
|
Proceeds
from payments received on stock subscriptions (Note 5E)
|
|
|
105
|
|
|
|
51
|
|
Proceeds
from exercise of warrants into common stock (Note 5G)
|
|
|
-
|
|
|
|
225
|
|
Proceeds
from issuance of Series A convertible preferred stock, bifurcated embedded derivative and detachable warrants, net of issuance
costs (Note 5C)
|
|
|
4,918
|
|
|
|
-
|
|
Proceeds
from debt borrowings, net of issuance expenses
|
|
|
-
|
|
|
|
50
|
|
Payment
of non-recourse loan
|
|
|
-
|
|
|
|
(300
|
)
|
Cash
provided by financing activities
|
|
|
5,023
|
|
|
|
1,694
|
|
|
|
|
|
|
|
|
|
|
Foreign
currency translation adjustments on cash and cash equivalents
|
|
|
(3
|
)
|
|
|
*)-
|
|
Change
in cash and cash equivalents
|
|
|
2,493
|
|
|
|
498
|
|
Balance
of cash and cash equivalents at beginning of year
|
|
|
971
|
|
|
|
473
|
|
Balance
of cash and cash equivalents at end of year
|
|
|
3,464
|
|
|
|
971
|
|
|
|
|
|
|
|
|
|
|
Supplementary
information on financing activities not involving cash flows:
|
|
|
|
|
|
|
|
|
Beneficial
Conversion Feature on Series A Convertible Preferred Stock (Note 5C)
|
|
|
773
|
|
|
|
-
|
|
Dividend
on Series A Convertible Preferred Stock paid in common stock and accrued (Note 5B)
|
|
|
179
|
|
|
|
-
|
|
Accretion
of Series A Convertible Preferred Stock to redemption value (Note 5B)
|
|
|
2,268
|
|
|
|
-
|
|
Direct
and incremental issuance costs related to April 2018 PIPE transaction paid in Warrants (Note 5C)
|
|
|
117
|
|
|
|
-
|
|
Partial
conversion of shares of Series A Convertible Preferred Stock into shares of common stock (Note 5C)
|
|
|
202
|
|
|
|
-
|
|
*)
Representing an amount lower than $1.
The
accompanying notes are an integral part of the consolidated financial statements.
OWC
PHARMACEUTICAL RESEARCH CORP. AND SUBSIDIARY
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
|
A.
|
Organizational
Background
|
OWC
Pharmaceutical Research Corp. (“OWCP” or the “Company”) is a Delaware corporation and was incorporated
under the laws of the State of Delaware on March 7, 2008. The Company is a medical cannabis-based research and development business
that applies conventional pharmaceutical research protocols and disciplines to the field of medical cannabis with the objective
of establishing a leadership position in the research and development of medical cannabis therapies, products and delivery technologies.
The Company is currently engaged in the research and development of cannabis-based medical products (the “Product Prospects”)
for the treatment of multiple myeloma, psoriasis, chronic pain syndromes, fibromyalgia PTSD that will utilize unique delivery
systems. These Product Prospects include a cannabis-based topical ointment, cannabis sublingual disintegrating tablet and advanced
Nasal delivery.
The
accompanying consolidated financial statements of OWCP and its wholly owned subsidiary One World Cannabis, Ltd. (“OWC”)
were prepared from the accounts of the Company under the accrual basis of accounting.
|
B.
|
Liquidity
and Going Concern
|
The
development and commercialization of the Company’s product is expected to require substantial expenditures. The Company
has not yet generated revenues from operations and therefore, it is dependent upon external sources for financing its planned
operations. As of December 31, 2018, the Company has an accumulated deficit of $27,222. In addition, in each year since its inception
the Company reported losses and negative cash flows from operating activities. Moreover, the Company is not in compliance with
the Equity Conditions (as defined in the Series A Certificate of Designation) and therefore the Purchaser in the April 2018 PIPE
transaction (as discussed below) can elect to redeem its outstanding Series A Convertible Preferred Stock in a cash amount that
will not allow the Company to maintain its operation for the next 12-month period (see also Note 5C). Management considered the
significance of such conditions in relation to the Company’s ability to meet its current and future obligations and determined
that such conditions raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying
financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification
of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue
as a going concern. Until the Company generates sufficient revenues to fund its operations (if ever), the Company plans to finance
its operations through the sale of equity or equity-linked securities and/or debt securities and, to the extent available, short-term
and long-term loans. There can be no assurance that the Company will succeed in obtaining the necessary financing to continue
its operations as a going concern.
As
further discussed in Note 5C, on April 30, 2018, the Company entered into and consummated a Securities Purchase Agreement with
a new investor, pursuant to which, the Company issued (i) 500 shares of Preferred Stock designated as Series A Convertible Preferred
Stock that are convertible into 25,000,000 shares of common stock and (ii) Warrants that are eligible for conversion into 12,500,000
shares of common stock for an aggregate gross purchase price of $5,000. In addition, during the year ended December 31, 2018,
the Company received $105 through payment of stock subscriptions (see also Note 5E).
OWC
PHARMACEUTICAL RESEARCH CORP. AND SUBSIDIARY
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
|
B.
|
Liquidity
and Going Concern (Cont.)
|
During
the year ended December 31, 2017, the Company raised a total net amount of $1,668 from issuance of units that included Common
Stock and detachable warrants (see also Note 5D). In addition, during the year ended December 31, 2017, the Company received $225
through the exercise of warrants (see also Note 5G1) and $51 through payment of stock subscriptions (see also Note 5E). Moreover,
the Company also received $50 in proceeds from a non-recourse loan (in addition to an amount of $250 received in 2016) that resulted
in a balance of $300, all of which was repaid in cash during the year ended December 31, 2017.
As
described in the above paragraph, the Company has a limited operating history and faces a number of risks and uncertainties, including
risks and uncertainties regarding continuation of the development process, demand and market acceptance of the Company’s
products, the effects of technological changes, competition and the development of products by competitors. Additionally, other
risk factors also exist, such as the ability to manage growth and the effect of planned expansion of operations on the Company’s
future results and the availability of necessary financing. In addition, the Company expects to continue incurring significant
operating costs and losses in connection with the development and marketing of its products.
OWC
PHARMACEUTICAL RESEARCH CORP. AND SUBSIDIARY
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE
2 -
|
SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES
|
The
consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States
of America (US GAAP).
|
B.
|
Principles
of Consolidation
|
The
financial statements include the accounts of OWCP and OWC. All significant inter-company balances and transactions have been eliminated.
The
preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect
reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements
and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from the estimates.
As applicable to these consolidated financial statements, the most significant estimates and assumptions relate to (1) stock-based
compensation related to employee and non-employee awards; (2) identification of financial instruments in liabilities, equity and
mezzanine transactions and proper classification and measurement of financial instruments; (3) evaluation of going concern; and
(4) contingencies.
The
functional currency of the Company is the US dollar, which is the currency of the primary economic environment in which it operates.
In accordance with ASC 830, “Foreign Currency Matters”, balances denominated in or linked to foreign currency are
stated on the basis of the exchange rates prevailing at the applicable balance sheet date. For foreign currency transactions included
in the statement of comprehensive loss, the exchange rates applicable on the relevant transaction dates are used. Gains or losses
arising from changes in the exchange rates used in the translation of such transactions are presented within financing income
or expenses.
The
operations of the Non-U.S. entity (OWC) are conducted in New Israeli Shekels (NIS), its local currency. Accordingly, NIS is its
functional currency. Results of operations for non-U.S. dollar functional currency entities are translated into U.S. dollars using
the actual action date currency rate. Assets and liabilities are translated using currency rates at period end. Foreign currency
translation adjustments are recorded as a component of accumulated other comprehensive income within stockholders’ equity
(deficit).
|
E.
|
Cash
and Cash Equivalents
|
For
financial statement presentation purposes, the Company considers those short-term, highly liquid investments with original maturities
of three months or less to be cash or cash equivalents.
|
F.
|
Property
and Equipment
|
Property
and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated using the straight-line method over
the estimated useful lives of the assets.
OWC
PHARMACEUTICAL RESEARCH CORP. AND SUBSIDIARY
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (CONT.)
NOTE
2 -
|
SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES (Cont.)
|
|
G.
|
Impairment
of Long-Lived Assets
|
The
Company reviews the recoverability of its long-lived assets including property and equipment, when events or changes in circumstances
occur that indicate that the carrying value of the asset may not be recoverable. The assessment of possible impairment is based
on The Company’s ability to recover the carrying value of the asset from the expected future pre-tax cash flows (undiscounted
and without interest charges) of the related operations. If these cash flows are less than the carrying value of such asset, an
impairment loss is recognized for the difference between estimated fair value and carrying value. The Company’s primary
measure of fair value is based on discounted cash flows. The measurement of impairment requires management to make estimates of
these cash flows related to long-lived assets, as well as other fair value determinations. During the years ended December 31,
2018 and 2017, loss from impairment has not been recognized.
|
H.
|
Series
A Convertible Preferred Stock
|
The
Company classified its Series A Convertible Preferred Stock as mezzanine equity, between Stockholders’ Equity (Deficit)
and current and non-current liabilities because certain features of the Company’s Certificate of Designation could require
redemption of some or all classes of such Series A Convertible Preferred Stock upon events that are considered not solely within
the control of the Company. Upon initial recognition, the Series A Convertible Preferred Stock that was issued together with detachable
Warrants to purchase Common Stock and identified bifurcated embedded derivative (originally classified as a financial liability)
were measured based on the “residual approach” and were presented net of the direct issuance expenses that were allocated
to them.
Further,
the Company has considered the provisions of ASC 815-15, “Derivatives and Hedging - Embedded Derivatives” (“ASC
815-15”) and determined that the embedded conversion feature of the Series A Convertible Preferred Stock is eligible to
be considered as clearly and closely related to the host debt instrument, and accordingly, it should not be separated from the
host instrument. The Company applied ASC 470-20 “Debt with Conversion and Other Options” (“ASC 470-20”),
which clarifies the accounting for instruments with the Beneficial Conversion Feature (“BCF”) or contingently adjustable
conversion ratios. Pursuant to this guidance, the amount of the BCF with respect to the Series A Convertible Preferred Stock at
the commitment date, was based on the effective conversion price which was calculated by dividing the proceeds allocated to the
convertible preferred stock by the number of common shares into which it is convertible. The intrinsic value of the conversion
option with respect to the Series A Convertible Preferred Stock was recorded at the Initial Date (as defined below) as a discount
on the Series A Convertible Preferred Stock with a corresponding amount credited directly to Stockholders’ Equity (Deficit)
as additional paid-in capital.
However,
as such amount was determined to be greater than the amount of the proceeds originally allocated to the Series A Convertible Preferred
Stock, the amount of the discount assigned to the BCF was limited to the amount of the proceeds allocated. Subsequently, the discount
on the Series A Convertible Preferred Stock is amortized as accretion to the redemption value of the Series A Convertible Preferred
Stock deemed dividend by using a straight-line method over the period from the issuance to the earliest redemption date of the
Series A Convertible Preferred Stock.
OWC
PHARMACEUTICAL RESEARCH CORP. AND SUBSIDIARY
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (CONT.)
NOTE
2 -
|
SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES (Cont.)
|
|
I.
|
Warrants
to purchase Common Stock:
|
The
Company accounts for warrants to purchase shares of its Common Stock, held by Purchaser and Newbridge, that include a fundamental
transaction feature pursuant to which such warrants could be required to be settled in cash, as a non-current liability according
to the provisions of ASC 815-40, “Derivatives and Hedging - Contracts in Entity’s Own Equity” (“ASC 815-40”).
The Company measures the warrants upon initial recognition and on subsequent periods at fair value by using the Black-Scholes-Merton
pricing model in each reporting period until they are exercised or expired, with changes in the fair values being recognized in
a separate line in the Company’s statement of comprehensive loss. Direct issuance expenses that were allocated to the Warrants
were expensed as incurred.
Warrants
that were issued by the Company for certain service providers are classified as a component of permanent equity since they are
freestanding financial instruments that are legally detachable and separately exercisable, contingently exercisable, do not embody
an obligation for the Company to repurchase its own shares, and permit the holders to receive a fixed number of shares of common
stock upon exercise. In addition, the warrants must require physical settlement and may not provide any guarantee of value or
return. Fully vested and nonforfeitable warrants that meet these criteria are initially recorded at their grant date fair value
and are not subsequently re-measured.
|
J.
|
Bifurcated
embedded derivatives
|
The
Company has determined that certain embedded derivatives should be separately accounted for pursuant to the provisions of ASC
815-15 “Derivatives and Hedging - Embedded Derivatives” (ASC 815-15). Such bifurcated embedded derivatives are measured
at fair value by using Monte-Carlo pricing model upon issuance and at each reporting period until they are exercised or expired,
with changes in fair value being recognized in a separate line in the Company’s statement of comprehensive loss. Direct
issuance expenses that were allocated to the bifurcated embedded derivatives were expensed as incurred.
|
K.
|
Unit
issuance and allocation of issuance costs
|
When
multiple instruments are issued in a single transaction (unit issuance), the total proceeds from the transaction are allocated
among the individual freestanding instruments identified. The allocation occurs after identifying all the freestanding instruments
and the subsequent measurement basis for those instruments.
After
allocating the proceeds among the freestanding instruments (i.e., warrant liability and preferred share), the proceeds are further
allocated between the host components (such as the preferred share) and any bifurcated derivatives. Bifurcated derivatives, if
any are initially recognized at fair value and the residual value is allocated to the host component.
The
allocation of issuance costs to freestanding instruments and between host components and bifurcated derivatives is based on the
relative values of such instruments and components.
Issuance
costs allocated to the warrant liability and to bifurcated derivatives were immediately expensed, as discussed above. Issuance
costs allocated to the preferred shares host component classified as mezzanine equity are recorded as a reduction of the share
balance and accreted up to redemption value.
OWC
PHARMACEUTICAL RESEARCH CORP. AND SUBSIDIARY
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (CONT.)
NOTE
2 -
|
SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES (Cont.)
|
|
L.
|
Stock-Based
Compensation
|
The
Company accounts for stock-based compensation to employees in accordance with ASC 718,
Compensation - Stock Compensation
.
Accordingly, stock-based compensation to employees is recognized in the statement of comprehensive loss as an operating expense,
based on the fair value of the award that is ultimately expected to vest. The fair value of stock-based compensation is estimated
using the Black Scholes option-pricing model. The inputs for the valuation analysis of the options include a number of assumptions,
of which the most significant are the expected stock price volatility and the expected option term. Expected volatility was calculated
based upon historical volatilities of the Company on a daily basis. The expected option term represents the period that the Company’s
stock options are expected to be outstanding and is determined based on the simplified method until sufficient historical exercise
data will support using expected life assumptions. The risk-free interest rate is based on the yield from U.S. treasury bonds
with an equivalent term. The expected dividend yield assumption is based on the Company’s historical experience and expectation
of no future dividend payouts. The Company has historically not paid cash dividends and has no foreseeable plans to pay cash dividends
in the future. The Company has expensed compensation costs, net of estimated forfeitures, on a straight-line basis, over the requisite
service period of the award.
Stock-based
compensation awarded to non-employees is accounted for in accordance with ASC 505-50, “
Equity-Based Payments to Non-Employees
”.
However, when the Company grants to non-employees a fully vested, non-forfeitable equity instrument, such grants are measured
based on the fair value of the award at the date of grant and are not subsequently re-measured. When the fully vested, non-forfeitable
equity instruments are granted for services to be received in future periods, the measured cost is recognized as an increase to
stockholders’ equity at the measurement date with an offsetting amount as a deduction from stockholders’ equity within
the caption “Services receivable”. Such amount is subsequently amortized to the statement of comprehensive loss over
the term of the services as an operating expense, as if the Company has paid periodic payments of cash for the services received
from such service provider.
|
M.
|
Fair
Value of Financial Instruments
|
ASC
825, “Financial Instruments” (ASC 825), requires entities to disclose the fair value of financial instruments, both
assets and liabilities recognized and unrecognized on the balance sheet, for which it is practicable to estimate fair value. ASC
825 defines fair value of a financial instrument as the amount at which the instrument could be exchanged in a current transaction
between market participants.
At
December 31, 2018 and 2017, the carrying value of cash and cash equivalents, other current assets, accounts payable and other
current liabilities approximate fair value due to the short-term nature of the instruments or interest rates, which are comparable
with current rates.
Other
financial instruments such as liability related to shares to be issued, liability related to warrants to purchase Common Stock
and bifurcated embedded derivatives are measured periodically at fair value (see also Note 5C).
OWC
PHARMACEUTICAL RESEARCH CORP. AND SUBSIDIARY
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (CONT.)
NOTE
2 -
|
SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES (Cont.)
|
|
N.
|
Fair
Value Measurement
|
The
Company measures fair value under a framework that utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques
used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical
assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). The three
levels of inputs which prioritize the inputs used in measuring fair value are:
Level
1:
Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets
that the Company has the ability to access.
Level
2
: Inputs to the valuation methodology include:
|
●
|
Quoted
prices for similar assets or liabilities in active markets;
|
|
|
|
|
●
|
Quoted
prices for identical or similar assets or liabilities in inactive markets;
|
|
|
|
|
●
|
Inputs
other than quoted prices that are observable for the asset or liability;
|
|
|
|
|
●
|
Inputs
that are derived principally from or corroborated by observable market data by correlation or other means.
|
If
the asset or liability has a specified (contractual) term, the level 2 input must be observable for substantially the full term
of the asset or liability.
Level
3
: Inputs to the valuation methodology are unobservable and significant to the fair value measurement.
The
assets or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input
that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and
minimize the use of unobservable inputs.
When
the Company changes its valuation inputs for measuring financial assets and liabilities at fair value, either due to changes in
current market conditions or other factors, it may need to transfer those assets or liabilities to another level in the hierarchy
based on the new inputs used. The Company recognizes these transfers at the end of the reporting period that the transfers occur.
For the years ended December 31, 2018 and 2017, there were no transfers of financial assets or financial liabilities between the
hierarchy levels.
As
of December 31, 2018, the Warrants to purchase Common Stock and bifurcated embedded derivative related to optional conversion
feature upon Trigger Event (see also Note 5C) were measured at fair value on a recurring basis primarily using Level 3 inputs.
OWC
PHARMACEUTICAL RESEARCH CORP. AND SUBSIDIARY
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (CONT.)
NOTE
2 -
|
SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES (Cont.)
|
|
O.
|
Loss
per Share of Common Stock
|
The
Company computes net loss per share in accordance with ASC 260, “Earnings per share”. Basic loss per share is computed
by dividing net loss attributable to common stockholders by the weighted-average number of common shares outstanding during the
period, net of the weighted average number of treasury shares (if any). Securities that may participate in dividends with the
common stock (such as the Series A convertible Preferred Stock) are considered in the computation of basic income per share using
the two-class method. However, in periods of net loss, participating securities are included only if the holders of such securities
have a contractual obligation to share the losses of the Company. Accordingly, the outstanding Series A Convertible Preferred
Stock, which was issued on April 30, 2018 was excluded from the computation of the net loss per share for the year ended December
31, 2018.
Diluted
loss per common share is computed similar to basic earnings per share, except that the denominator is increased to include the
number of additional potential common shares that would have been outstanding if the potential common shares had been issued and
if the additional common shares were dilutive. Potential common shares are excluded from the computation for a period in which
a net loss is reported or if their effect is anti-dilutive. The Company’s potential common shares consist of stock options,
certain stock warrants and restricted stock awards issued under the Company’s stock incentive plans and their potential
dilutive effect is considered using the treasury method, and of the Series A convertible Preferred Stock, certain stock warrants
and identified bifurcated embedded derivative which their potential dilutive effect is considered using the “if-converted
method”.
As
of December 31, 2018, diluted loss per share excludes the impact of the total weighted average number of shares related to the
outstanding stock options, stock warrants, Series A convertible Preferred Stock and bifurcated embedded derivative related to
the Series A convertible Preferred Stock were 61,101,136 as the effect of their inclusion would be anti-dilutive. As of December
31, 2017, diluted loss per share excludes the impact of the total weighted average number of shares related to the outstanding
stock options and stock warrants were 30,342,308 shares as the effect of their inclusion would be anti-dilutive.
|
P.
|
Liability
for Employee Rights upon Retirement
|
OWC’s
liability for severance pay is pursuant to Section 14 of the Israeli Severance Compensation Act, 1963 (“Section 14”),
pursuant to which all OWC’s employees are included under Section 14, and are entitled only to monthly deposits, at a rate
of 8.33% of their monthly salary, made in the employee’s name with insurance companies. Under Israeli employment law, payments
in accordance with Section 14 release OWC from any future severance payments in respect of those employees. The fund is made available
to the employee at the time the employer-employee relationship is terminated, regardless of cause of termination. The severance
pay liabilities and deposits under Section 14 are not reflected in the consolidated balance sheets as the severance pay risks
have been irrevocably transferred to the severance funds.
Severance
expenses for the years ended December 31, 2018, and 2017 amounted to $19 and $9, respectively.
OWC
PHARMACEUTICAL RESEARCH CORP. AND SUBSIDIARY
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (CONT.)
NOTE
2 -
|
SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES (Cont.)
|
The
Company accounts for income taxes in accordance with ASC 740, “Income Taxes”. Accordingly, deferred income taxes are
determined utilizing the asset and liability method based on the estimated future tax effects of differences between the financial
accounting and the tax bases of assets and liabilities under the applicable tax law. Deferred tax balances are computed using
the enacted tax rates expected to be in effect when these differences reverse. Valuation allowances in respect of deferred tax
assets are provided for, if necessary, to reduce deferred tax assets to amounts more likely than not to be realized.
The
Company accounts for uncertain tax positions in accordance with ASC 740-10, which prescribes detailed guidance for the financial
statement recognition, measurement and disclosure of uncertain tax positions recognized in an enterprise’s financial statements.
According to ASC 740-10, tax positions must meet a more-likely-than-not recognition threshold. The Company’s accounting
policy is to classify interest and penalties relating to uncertain tax positions under income taxes, however the Company did not
recognize such items during the years ended December 31, 2018 and 2017 and did not recognize any liability with respect to unrecognized
tax position in its balance sheets.
On
January 1, 2018, the Company adopted ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”). In accordance
with ASC 606, the Company will determine revenue recognition through the following five steps:
|
●
|
Identification
of the contract, or contracts, with a customer;
|
|
●
|
Identification
of the performance obligations in the contract;
|
|
●
|
Determination
of the transaction price;
|
|
●
|
Allocation
of the transaction price to the performance obligations in the contract; and
|
|
●
|
Recognition
of revenue when, or as, the Company satisfies a performance obligation.
|
A
contract with a customer exists when all of the following criteria are met: the parties to the contract have approved it (in writing,
orally, or in accordance with other customary business practices) and are committed to perform their respective obligations, the
Company can identify each party’s rights regarding the distinct goods or services to be transferred (“performance
obligations”), the Company can determine the transaction price for the goods or services to be transferred, the contract
has commercial substance and it is probable that the Company will collect substantially all of the consideration to which it will
be entitled in exchange for the goods or services that will be transferred to the customer.
Revenues
will be recognized when, or as, control of services or products is transferred to the customers at a point in time or over time,
as applicable to each performance obligation.
Revenues
will be recorded in the amount of consideration to which the Company expects to be entitled in exchange for performance obligations
upon transfer of control to the customer, excluding amounts collected on behalf of other third parties and sales taxes.
Deferred
revenue will include amounts received with respect to consultation services not yet recognized as revenues. Such revenues will
be deferred and recognized on a straight-line basis over the service period or when services are provided, as applicable to the
contract.
OWC
PHARMACEUTICAL RESEARCH CORP. AND SUBSIDIARY
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (CONT.)
NOTE
2 -
|
SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES (Cont.)
|
|
R.
|
Revenue
Recognition (Cont.)
|
As
the Company has not yet generated any operating revenues, the adoption of ASC 606 had no impact on the accompanying consolidated
financial statements.
|
S.
|
Research
and Development Expenses
|
Research
and development expenses are charged to the statement of comprehensive loss as incurred.
|
T.
|
Concentrations
of Credit Risk
|
Financial
instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents
and accounts receivable. Cash and cash equivalents are deposited with major banks in Israel and the United States of America.
Management believes that such financial institutions are financially sound and, accordingly, minimal credit risk exists with respect
to these financial instruments. The Company does not have any significant off-balance-sheet concentration of credit risk, such
as foreign exchange contracts, option contracts or other foreign hedging arrangements.
|
U.
|
Legal
and other Contingencies
|
The
Company records accruals for loss contingencies arising from claims, litigation and other sources when it is probable that a liability
has been incurred and the amount can be reasonably estimated. These accruals are adjusted periodically as assessments change or
additional information becomes available. Legal costs incurred in connection with loss contingencies are expensed as incurred.
Certain
amount in prior year consolidated balance sheets has been reclassified from account payables to other current liabilities in total
amount of $28 to conform to the current year presentation.
|
W.
|
Recent
Accounting Pronouncements Adopted
|
|
1.
|
In
February 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2016-02 (Topic 842)
“Leases”. Topic 842 supersedes the lease requirements in Accounting Standards Codification (ASC) Topic 840, “Leases”.
Under Topic 842, lessees are required to recognize assets and liabilities on the balance sheet for most leases and provide
enhanced disclosures. ASU No. 2016-02 is effective for interim and annual reporting periods beginning after December 15, 2018.
In July 2018, the FASB issued amendments in ASU 2018-11, which provide a transition election to not restate comparative periods
for the effects of applying the new standard. This transition election permits entities to change the date of initial application
to the beginning of the earliest comparative period presented, or retrospectively at the beginning of the period of adoption
through a cumulative-effect adjustment.
|
|
|
|
|
|
The
Company believes that this new guidance will have no material impact on the Company’s consolidated financial statements.
|
OWC
PHARMACEUTICAL RESEARCH CORP. AND SUBSIDIARY
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (CONT.)
NOTE
2 -
|
SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES (Cont.)
|
|
W.
|
Recent
Accounting Pronouncements Adopted (Cont.)
|
|
2.
|
Commencing
January 1, 2018, the Company adopted ASU 2016-18, Statement of Cash Flows (Topic 230): “Restricted Cash” (ASU
2016-18), which requires companies to include amounts generally described as restricted cash and restricted cash equivalents
in cash and cash equivalents when reconciling beginning-of-period and end-of-period total amounts shown on the statement of
cash flows. The amendments in this update are effective for public business entities for fiscal years beginning after December
15, 2017, and interim periods within those fiscal years.
|
|
|
|
|
|
As
the Company does not have any restricted cash, adoption of this guidance had no impact on the Company’s consolidated
financial statements.
|
|
|
|
|
3.
|
In
May 2017, the FASB issued ASU 2017-09, “Compensation-Stock Compensation”. The amendment provides guidance about
which changes to terms or conditions of a share-based payment award require an entity to apply modification accounting. The
guidance became effective for the fiscal year beginning on January 1, 2018, including interim periods within that year.
|
|
|
|
|
|
Adoption
of this guidance did not have a material impact on the Company’s consolidated financial statements.
|
|
|
|
|
4.
|
In
July 2017, the FASB issued ASU 2017-11, “Earnings per share: I. Accounting for Certain Financial Instruments with Down
Round Features”, which allows companies to exclude a down round feature when determining whether a financial instrument
is considered indexed to the entity’s own stock. As a result, financial instruments with down round features may no
longer be required to be accounted classified as liabilities. A company will recognize the value of a down round feature only
when it is triggered, and the strike price has been adjusted downward. For equity-classified freestanding financial instruments,
such as warrants, an entity will treat the value of the effect of the down round, when triggered, as a dividend and a reduction
of income available to common shareholders in computing basic earnings per share. The guidance in ASU 2017-11 is effective
for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted,
and the guidance is to be applied using a full or modified retrospective approach.
|
|
|
|
|
|
The
Company early adopted this guidance in connection with the down round feature within the embedded optional conversion feature
of the preferred stock, as discussed in Note 5C.
|
|
|
|
|
5.
|
In
June 2018, the Financial Accounting Standards Board (“FASB”) issued ASU 2018-07, “Improvements to Nonemployee
Share-Based Payment Accounting”, which simplifies the accounting for share-based payments granted to nonemployees for
goods and services. Under the ASU, most of the guidance on such payments to nonemployees would be aligned with the requirements
for share-based payments granted to employees. The changes take effect for public companies for fiscal years starting after
December 15, 2018, including interim periods within that fiscal year. Early adoption is permitted, but no earlier than an
entity’s adoption date of Topic 606.
|
|
|
|
|
|
The
Company is currently evaluating the impact of adopting this standard on its financial statements and related disclosures,
if any.
|
OWC
PHARMACEUTICAL RESEARCH CORP. AND SUBSIDIARY
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (CONT.)
NOTE
3 -
|
PROPERTY
AND EQUIPMENT, NET
|
|
|
US
dollars
|
|
|
|
December
31,
|
|
|
|
2018
|
|
|
2017
|
|
|
|
|
|
|
|
|
Furniture
and office equipment
|
|
|
21
|
|
|
|
6
|
|
Computers
|
|
|
41
|
|
|
|
31
|
|
Photography
|
|
|
7
|
|
|
|
7
|
|
Machinery
|
|
|
4
|
|
|
|
1
|
|
|
|
|
73
|
|
|
|
45
|
|
Less
- accumulated depreciation
|
|
|
(36
|
)
|
|
|
(29
|
)
|
|
|
|
37
|
|
|
|
16
|
|
During
the years ended December 31, 2018 and 2017, depreciation expenses amounted to $7 and $8, respectively.
NOTE
4 -
|
COMMITMENTS
AND CONTINGENCIES
|
|
1.
|
On
October 11, 2015, OWC entered into a memorandum of understanding with Medmar LLC (“Medmar”) for the purpose of
granting an exclusive, non-transferable, royalty-bearing license, to manufacture, produce, publicize, promote and market the
licensed products described therein in the State of Hawaii and the State of Pennsylvania, pursuant to which Medmar has paid
$50 to OWC. On February 8, 2016, OWC and Medmar II, an affiliate of Medmar, executed a right of first refusal agreement providing
Medmar certain rights in connection with the commercialization of OWC’s Cannabis-Based Medical Products in other states
in the USA, pursuant to which Medmar has paid $50 to OWC.
|
|
|
|
|
|
On
March 17, 2016, Medmar and OWC executed a consulting and License Agreement (the “Agreement”), pursuant to which
OWC granted to Medmar an exclusive, non-transferable, royalty-bearing license, to manufacture, produce, publicize, promote
and market certain of OWC’s products (as defined in the Agreement) in the State of Maryland, against payment by Medmar
to OWC of a royalty. As part of the Agreement, OWC received from Medmar an advance amount of $50. As OWC did not have any
performance obligation in connection with the agreement, OWC recorded revenues in an amount of $50 during the year ended December
31, 2016.
|
|
|
|
|
|
As
of December 31, 2018, the Company deferred revenue in connection to the license in the State of Hawaii and the State of Pennsylvania
and the right of first refusal amounting to aggregate amount of $100.
|
|
|
|
|
2.
|
In
August 2017, OWC engaged PharmItBe Ltd, a company specializing in pharmaceutical research and development to develop a second
generation of its cannabis soluble tablet. This development was completed during the second quarter of 2018. The production
of the cannabis soluble tablet for the purpose of clinical trials was completed during the fourth quarter of 2018. OWC recorded
research and development expenses of $134 during the year ended December 31, 2018 relating to this arrangement.
|
OWC
PHARMACEUTICAL RESEARCH CORP. AND SUBSIDIARY
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (CONT.)
NOTE
4 -
|
COMMITMENTS
AND CONTINGENCIES (CONT.)
|
|
3.
|
On
November 3, 2016, OWC entered into a Joint Venture Memorandum of Understanding with Michepro Holding Ltd. (“EU Partner”),
(“JV” or “MOU”). The EU Partner and OWC have agreed as follows: (i) to establish a strategic marketing
and distribution alliance (the “JV”) to promote the sale of OWC’s Products in the European Union (the “EU”);
(ii) the interest of the parties in the JV shall be held by the parties such that the EU Partner shall hold 25% of such interest
and OWC shall hold the remaining 75% of such interest; (iii) OWC shall provide the JV with OWC’s Products for sale and
distribution solely in the EU, at prices to be agreed between the parties from time to time; and (iv) EU Partner shall be
responsible for the day-to-day management of the JV, at its own costs, and for this purpose shall make available to the JV
its knowledge, business connection and personnel, all in order to maximize the sales of OWC’s Products in the EU through
the JV. The JV had not commenced operations and did not have any assets or liabilities as of December 31, 2018.
|
|
|
|
|
4.
|
On
August 6, 2015, OWC signed a Memorandum of Understanding with Emilia Cosmetics Ltd. (“Emilia”), a large Israeli
private label manufacturer which operates in the field of development, production, manufacturing and packaging of health and
beauty products including for treatment of human skin disease, for the development, manufacture and marketing of a cannabinoid-based
topical ointment to treat psoriasis.
|
|
|
|
|
|
On
November 27, 2016, the Company and OWC (the “Group”) entered into a license agreement with Emilia (the “License
Agreement”). During the fourth quarter of 2016, the Group completed the development process and then initiated a phase
I Trial at Chaim Sheba Medical Center (“Sheba”) to explore the safety of the topical ointment on psoriasis. Prior
to entering into the License Agreement, the Group and Emilia conducted a development and evaluation program (as defined in
the License Agreement) for the development of a specific product comprising Emilia’s formulation with certain medical
cannabis extract provided by the Group for topical treatment of psoriasis.
|
|
|
|
|
|
Pursuant
to the License Agreement, Emilia granted a limited license to the Group with respect to Emilia’s licensed intellectual
property to be developed and commercialized worldwide in the topical treatment of psoriasis in humans with OWC’s Product,
as defined in the License Agreement. If such trial proves successful, Emilia will grant the Group an exclusive, worldwide,
transferable, royalty-bearing license, with the right to grant sublicenses, to use, sell and commercially exploit the Emilia
intellectual property, in consideration for which, from and after the first commercial sales of the licensed product, the
Group shall pay to Emilia a royalty at the rate of 10% of net sales during the period beginning upon the first commercial
sale and ending 10 years thereafter. In the event the sale of the licensed product during the royalty term reaches the minimum
sales targets set forth in the License Agreement, the royalty term will be extended for an additional 5-year term.
|
|
|
|
|
|
No
sales have occurred to date and therefore there is no impact on these consolidated financial statements.
|
OWC
PHARMACEUTICAL RESEARCH CORP. AND SUBSIDIARY
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (CONT.)
NOTE
4 -
|
COMMITMENTS
AND CONTINGENCIES (CONT.)
|
|
5.
|
On
December 29, 2016, OWC entered into a Research Agreement with Medical Research Infrastructure Development and Health Services
Fund (the “Fund”) by Chaim Sheba Medical Center (“Sheba”). Pursuant to the Clinical Research Agreement,
the Fund shall perform a Phase I, double blind, randomized, placebo-controlled, maximal dose clinical trial (the “Psoriasis
Trial”) to determine the safety and tolerability of topical ointment containing MGC (“Medical Grade Cannabis”
or the “Drug Trial”) in healthy volunteers, employing the services of Professor Aviv Barzilay, Director of the
Department of Dermatology- Chaim Sheba Medical Center, Tel Hashomer, Israel, to lead the Trial (the “Investigator”).
The Trial shall be conducted in compliance with the following, as defined in the Research Agreement: (1) the Protocol; (2)
the Ministry Guidelines; (3) the instructions and terms specified in the Helsinki Committee’s approval; (4) the ICH-GCP;
(5) the Helsinki Declarations; (6) the applicable laws, rules and regulations regulating such Trials which are applicable
in Israel; and (7) written instructions and prescriptions issued by OWC and governing the administration of the Drug Trial.
On January 29, 2019, the Company reported positive phase I safety data from the Trial. Pursuant to the Research Agreement,
OWC is obliged to pay Sheba $170 for conducting the safety Trial for the ointment, $129 out of which was paid through December
31, 2018. The amounts of $117 and $49 have been recorded as research and development expenses related to the Trial during
the years ended December 31, 2018 and 2017, respectively.
|
|
|
|
|
6.
|
On
October 22, 2014, OWC entered into a Service Agreement with Sheba Academic Medical Center, a hospital in Tel-Aviv, Israel,
relating to the use of cannabis to treat Myeloma. Within the framework of this Service agreement, OWC is required to conduct
pre-clinical studies on multiple myeloma for total payment of $170, $66 out of which was paid through December 31, 2018. During
the years ended December 31, 2018 and 2017, the Company has not recorded any research and development expenses related to
the Service Agreement.
|
|
|
|
|
|
At
present, OWC uses its available working capital to fund these studies. However, the Company expects that it will need to raise
additional funding prior to or when its clinical studies are commenced.
|
|
|
|
|
7.
|
In
November 2017, the Company signed a 2-year rental agreement with a landlord for its principle office located in Ramat Gan,
Israel. The rental agreement included an option for one additional year (the “Option Period”). The monthly rental
fees are approximately $4 and the remaining minimum payments total approximately $44 as of December 31, 2018. During the Option
Period, the monthly rental fees will increase by approximately 7%.
|
|
|
|
|
|
During
the years ended December 31, 2018 and 2017, the Company recorded rental expenses of $58 and $19, respectively.
|
|
1.
|
On
February 28, 2017, the Company filed an action for alleged legal malpractice against the NYC law firm of Sichenzia Ross FerenceKesner
LLP and Marc J. Ross, Esq. a partner at Sichenzia Ross in New York State Supreme Court in New York County. The Company’s
claims arise out of legal services allegedly negligently performed by Ross and Sichenzia Ross. The Company brought the action
seeking recovery of monetary damages noted above due to the defendants’ alleged failure to exercise a professional standard
of care in their representation of OWCP.
|
OWC
PHARMACEUTICAL RESEARCH CORP. AND SUBSIDIARY
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (CONT.)
NOTE
4 -
|
COMMITMENTS
AND CONTINGENCIES (CONT.)
|
|
|
The
action is currently pending in the Supreme Court of the State of New York, County of New York and is in the discovery phase.
|
|
|
|
|
2.
|
The
Company has also sued certain individuals in the Supreme Court of the State of New York regarding defaulted loan obligations
related to 2,354,480 shares granted to them. The matter has been settled as against certain individuals, while the Company
is still pursuing its claims against one individual for an outstanding sum of approximately $15. The Company is currently
monitoring the payment of the settlement funds amounting to $121 which are included as part of Common Stock Subscriptions
Receivable.
|
|
|
|
|
3.
|
On
November 22, 2017, Mr. Ziv Turner, the Company’s subsidiary’s former General Manager (the “Plaintiff”)
filed a claim (the “Claim”) with the Tel Aviv Regional Court of Labor against the Company, OWC and the Company’s
CEO related to the Plaintiff’s alleged right to receive 4,125,000 shares of the Company’s Common Stock in connection
with options granted to him in 2016 and a cash compensation of approximately $180 for breach of rights and damages. On January
23, 2018, the Company filed a statement of defense rejecting all of the Plaintiffs claims.
|
|
|
|
|
|
On
December 6, 2018, the Company has entered into a Settlement Agreement (the “Agreement”) with the “Plaintiff”,
in the Tel Aviv Regional Court of Labor, pursuant to which subject to receiving a withholding tax certificate from the Plaintiff,
the Company will issue to the Plaintiff a number of shares of the Company’s common stock at an aggregate value of $725
on the issuance date. The price per share will be determined based on the average closing price of the share during the three
business days preceding the date in which the Company receives the withholding tax certificate from the Plaintiff.
|
|
|
|
|
|
In
addition, the Company has provided the Plaintiff a price protection for a period of 6-months (the “Limitation Period”)
commencing the date in which the withholding tax certificate has been received by the Company, under which if the value of
the common stock issued to the Plaintiff falls below $725 at the end of the Limitation Period, in such case the Company will
issue the Plaintiff additional common stock to get the aggregate value back to $725.
|
|
|
|
|
|
The
Company and the Plaintiff mutually agreed to dismiss all claims other than the Company’s claims against the Plaintiff
in the USA.
|
|
|
|
|
|
As
of the filing date of these consolidated financial statements, the withholding tax certificate has not been received by the
Company and therefore as of that date, the number of shares to be issued to the Plaintiff, cannot be considered as fixed and
determinable. Also, the Company has not yet issued any shares to the Plaintiff and the price protection feature has not been
granted.
|
|
|
|
|
|
As
the obligation will be settled only through the issuance of the Company’s common stock, the liability related to shares
to be issued was presented as non-current as of December 31, 2018 in total amount of $725.
|
OWC
PHARMACEUTICAL RESEARCH CORP. AND SUBSIDIARY
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (CONT.)
NOTE
5 -
|
SERIES
A CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT)
|
Holders
of shares of The Company’s common stock are entitled to one vote for each share held of record on all matters submitted
to a vote of stockholders. The holders of common stock do not have cumulative voting rights in the election of directors. Holders
of shares of The Company’s common stock are entitled to receive dividends when and if declared by The Company’s Board
out of funds legally available therefor, subject to any statutory or contractual restrictions on the payment of dividends and
to any restrictions on the payment of dividends imposed by the terms of any outstanding preferred stock. Upon The Company’s
dissolution or liquidation or the sale of all or substantially all of its assets, after payment in full of all amounts required
to be paid to creditors and to the holders of preferred stock having liquidation preferences, if any, the holders of shares of
The Company’s common stock will be entitled to receive pro rata its remaining assets available for distribution. Holders
of shares of The Company’s common stock do not have preemptive, subscription, redemption or conversion rights and there
are no redemption or sinking fund provisions applicable to The Company’s common stock.
|
B.
|
Series
A Convertible Preferred Stock
|
|
1.
|
The
terms of the Series A Convertible Preferred Stock are governed by a Certificate of Designation (the “Series A Certificate
of Designation”) filed by the Company with the Delaware Secretary of State on April 30, 2018. Pursuant to the Series
A Certificate of Designation, the Company designated 500 shares out of the Company’s 20 million authorized shares of
preferred stock as “Series A Convertible Preferred Stock”. As more fully described below, for the year ended December
31, 2018, the Company has issued a total of 500 shares of Series A Convertible Preferred Stock in connection with the Share
Purchase Agreement. Following is a summary of the material terms of the Series A Convertible Preferred Stock:
|
|
|
|
|
●
|
Dividends.
Holders of the 500 shares of Series A Convertible Preferred Stock are entitled to receive dividends on each share of the
Series A Convertible Preferred Stock, payable quarterly on March 31, June 30, September 30 and December 31, commencing June
30, 2018 (which was prorated) in an amount equal to 5% per annum of the stated value ($10 per share of the Series A Convertible
Preferred Stock) and which shall be cumulative. Such dividends are to be paid in cash or freely tradeable shares of The Company’s
common stock at its sole discretion, subject to certain conditions. If in the event the Company elects to pay a dividend in
shares of its common stock to the holders of the Series A Convertible Preferred Shares, the number of shares of its common
stock will be determined in accordance with the terms of the Series A Convertible Preferred Shares. The Company may only elect
to pay cash dividends to the Series A Convertible Preferred Shares to the extent there are amounts available for the payment
of dividends in accordance with applicable Delaware law.
|
|
|
|
|
|
During
the period commencing April 30, 2018 through December 31, 2018, the Company recorded an amount of $179 as dividend on Series
A Convertible Preferred Stock. In 2018, the Company issued 801,230 shares of its common stock to the holder of series A Convertible
Preferred Stock for payment of dividend amounted to $114. The remaining amount of the dividend for 2018 in the amount of $65
was paid by the Company by issuance of 832,368 shares of common stock to the holder of series A Convertible Preferred Stock
on January 3, 2019 (see also Note 8C). This amount is included in the additional paid-in capital as number of shares to be
issued is considered as fixed and determinable.
|
OWC
PHARMACEUTICAL RESEARCH CORP. AND SUBSIDIARY
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (CONT.)
NOTE
5 -
|
SERIES
A CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT) (Cont.)
|
|
B.
|
Series
A Convertible Preferred Stock (Cont.)
|
|
●
|
Liquidation
.
In the event of a Liquidation, the holders of Series A Convertible Preferred Stock (“Holders”) shall be entitled
to receive in cash out of the assets of the Company, whether from capital or from earnings available for distribution to its
stockholders (the “Liquidation Funds”), before any amount shall be paid to the holders of any other shares of
capital stock of the Company (“Junior Stock”), but pari passu with any Parity Stock (preferred shares that are
pari passu rank to the Series A Convertible Preferred Stock in respect of the preferences as to dividends, redemption rights,
distributions and payments upon the liquidation, dissolution and winding up of the Company then outstanding), an amount per
Series A Convertible Preferred Share equal to the greater of (A) the Liquidation Preference thereof on the date of such payment
and (B) the Bankruptcy Redemption Amount (as such term is defined in the Series A Certificate of Designation), provided that
if the Liquidation Funds are insufficient to pay the full amount due to the Holders and holders of shares of Parity Stock,
then each Holder and each holder of Parity Stock shall receive a percentage of the Liquidation Funds equal to the full amount
of Liquidation Funds payable to such Holder and such holder of Parity Stock as a liquidation preference, in accordance with
their respective certificate of designations (or equivalent), as a percentage of the full amount of Liquidation Funds payable
to all holders of Series A Convertible Preferred Shares and all holders of shares of Parity Stock. As of December 31, 2018,
the aggregate Liquidation Preference amounted to $5,880.
|
|
|
|
|
●
|
Voting
Rights
. Holders of the Series A Convertible Preferred Stock are entitled to vote on all matters requiring a vote of the
shareholders of the Company as a single stock, and each holder of the Series A Convertible Preferred Stock is entitled to
vote the number of shares of common stock into which such holders’ Series A Convertible Preferred Stock would be convertible
into as of the record date.
|
|
|
|
|
●
|
Conversion
.
The 500 issued shares of the Company’s Series A Convertible Preferred Stock are convertible into 25,000,000 shares of
the Company’s common stock at a conversion price of $0.20, subject to adjustment pursuant to the anti-dilution provisions
of the Preferred Shares. On November 27, 2018, the conversion price was adjusted as result of occurrence of the Trigger Event
(see also Note 5C). The Series A Convertible Preferred Stock have a beneficial ownership limitation such that none of the
holders of the Series A Preferred Shares have the right to convert the Series A Convertible Preferred Stock to the extent
that after giving effect to such conversion, the holder (together with its affiliates and any other persons acting as a group
together with the holder or any of the holder’s affiliates) would beneficially own in excess of 4.99% (the “Maximum
Percentage”) of the shares of the Company’s common stock outstanding immediately after giving effect to such conversion.
However, by written notice to the Company, a holder of the Series A Convertible Preferred Stock may waive the Maximum Percentage
provision, which such notice will be effective 61 calendar days after the notice date.
|
|
|
|
|
|
Due
to the Trigger Event as discussed below, the conversion price was adjusted to an amount equal to (A) 75% of the quotient determined
by dividing (x) the sum of the 3 lowest Closing Prices of the Common Stock during the period beginning 10 Trading Days prior
to such Triggering Event Conversion Date and ending 3 Trading Days after the shares of Common Stock are received into Holder’s
brokerage account and fully cleared for trading, by (y) 3, minus (B) $0.01.
|
OWC
PHARMACEUTICAL RESEARCH CORP. AND SUBSIDIARY
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (CONT.)
NOTE
5 -
|
SERIES
A CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT) (Cont.)
|
|
B.
|
Series
A Convertible Preferred Stock (Cont.)
|
Commencing
December 11, 2018 through December 31, 2018, the Purchaser converted an aggregate of 10 shares of Preferred Stock into an aggregate
of 1,647,258 shares of the Common Stock at the conversion prices in effect on the respective conversion dates.
Commencing
January 1, 2019 through the date of the issuance of these consolidated financial statements, the Purchaser converted an aggregate
of 50 additional shares of Series A Convertible Preferred Stock into an aggregate of 24,871,345 shares of the Common Stock at
the conversion prices in effect on the respective conversion dates (see Note 8D).
Redemption
.
The terms of the Series A Convertible Preferred Stock contain both mandatory and conditional redemption provisions as follows:
|
●
|
Certain
mandatory redemption provisions provide that, beginning January 30, 2019 and continuing for every 30-days period thereafter
(each a “Mandatory Redemption Date”), the Company is required to offer to redeem 1/12
th
of the outstanding
Series A Convertible Preferred Stock for an amount equal to 110% of the stated value ($10) of such shares of Series A Convertible
Preferred Stock plus any accrued but unpaid dividends to the Mandatory Redemption Date (the “Mandatory Redemption Amount”),
and may be redeemed in cash or, at the Company’s sole discretion in freely tradeable shares of the Company’s common
stock if the Company is in full compliance with all of the Equity Conditions as defined in the Series A Certificate of Designation.
|
|
|
|
|
●
|
Upon
the occurrence of an offering of debt or equity securities of the Company or any of its subsidiaries resulting gross cash
proceeds of not less than $10,000, the Company is required to make an offer to the holders of shares of the Series A Convertible
Preferred Stock to redeem 50% of the outstanding Series A Convertible Preferred Stock at either (i) 115% of the stated value
of each Preferred Share ($10) plus any unpaid accrued dividends if redeemed on or prior to October 30, 2018 or (ii) 120% of
the stated value of each Preferred Share ($10) plus any unpaid accrued dividends if redeemed after October 30, 2018 (the “Redemption
Premium”).
|
|
|
|
|
●
|
Upon
sale of assets (other than product to be sold in the normal course of business) of the Company and its subsidiaries in an
amount of proceeds in excess of $500, the Company is required to offer to redeem to 100% of the outstanding Series A Convertible
Preferred Stock for the Redemption Premium, and may be redeemed in cash or, at the Company’s sole discretion in freely
tradeable shares of the Company’s common stock if the Company is in full compliance with all of the equity conditions
as defined in the Series A Certificate of Designation.
|
OWC
PHARMACEUTICAL RESEARCH CORP. AND SUBSIDIARY
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (CONT.)
NOTE
5 -
|
SERIES
A CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT) (Cont.)
|
|
C.
|
Securities
Purchase Agreement
|
|
●
|
The
Company may also be required, at the option of holders of the Series A Convertible Preferred Stock to redeem any outstanding
shares of Series A Convertible Preferred Stock upon a Change of Control or Bankruptcy Event. Each Preferred Stock shall be
redeemed for an amount equal to Redemption Premium, and may be redeemed in cash or, at the Company’s sole discretion
in freely tradeable shares of the Company’s common stock if the Company is in full compliance with all of the equity
conditions as defined in the Series A Certificate of Designation.
|
|
|
|
|
●
|
The
Company may, at any time upon at least 15 trading days prior written notice to each holder, redeem all or portion of the outstanding
Preferred Stock in cash in an amount equal to Redemption Premium.
|
As
of December 31, 2018, the Company is not in compliance with the Equity Conditions and therefore the redemption of the Series A
Convertible Preferred Stock can be done at the request of the holder in cash of 1/12 per month after 270 days from the Initial
Date (January 31, 2019). As of the date of issuance of these financial statements, the Purchaser has not requested redemption
in cash of any shares of Series A Convertible Preferred Stock.
On
April 30, 2018 (the “Initial Date”), the Company consummated a private placement transaction (the “April 2018
PIPE”) by entering into a Securities Purchase Agreement (the “Agreement”) with a non-US-based institutional
investor (the “Purchaser”), pursuant to which, the Company sold and the Purchaser bought, (i) 500 shares of Preferred
Stock designated as Series A Convertible Preferred Stock (the “Preferred Stock”), which are convertible into shares
of common stock at a conversion price of $0.20 per share, subject to adjustment pursuant to the anti-dilution provisions of the
Preferred Shares and (ii) Warrants (the “Warrants”) representing the right to acquire 12,500,000 shares of common
stock over a period of five years from the Initial Date at an exercise price of $0.22 per share, which is subject to certain adjustments
including anti-dilution provisions, for an aggregate purchase price of $5,000.
The
Company engaged Newbridge Securities Corporation, through LifeTech Capital (“Newbridge”), as exclusive placement agent
for the aforesaid Agreement, pursuant to which the Company paid a cash fee to Newbridge and issued to them warrants to
purchase 2,500,000 shares of common stock (or 10% of the aggregate number of fully diluted shares of common stock that have been
purchased by an Purchaser) over a period of three years from the Initial Date at an exercise price of $0.20 per share, which is
subject to certain adjustments including anti-dilution provisions. In addition, the Company is also obligated to pay Newbridge
a warrants solicitation fee equal to 4% of the gross proceeds received by the Company upon cash exercise of any Warrants purchased
by the Purchasers in connection with the Agreement (since the Initial Date through December 31, 2018, no solicitation fee was
earned).
OWC
PHARMACEUTICAL RESEARCH CORP. AND SUBSIDIARY
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (CONT.)
NOTE
5 -
|
SERIES
A CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT) (Cont.)
|
|
C.
|
Securities
Purchase Agreement (Cont.)
|
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 the Company, alleging that Dr. Baruch conducted an improper sexual relationship with
a psychiatric patient. Dr. Baruch denies all allegations. The Company together with its legal counsels believe that 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 the Company’s
directors or officers. The Company is evaluating its proposed response, if any, considering the allegations brought against Dr.
Baruch.
The
aforesaid charges brought against Dr. Baruch are considered a “trigger event” (the “Trigger Event”) under
the Company’s Certificate of Designation governing the Company’s Preferred Stock. Subject to certain beneficial ownership
limitations of the Preferred Stock, at any time during the period commencing on the date of the occurrence of a Trigger Event
and ending on the date of the cure of such Trigger Event, the Purchaser of the Preferred Stock may, at its 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, Preferred Stock into shares of the Company’s common stock at an adjusted conversion ratio as specified in the Certificate
of Designation.
Due
to the aforesaid Trigger Event, the conversion price was adjusted to an amount equal to (A) 75% of the quotient determined by
dividing (x) the sum of the 3 lowest Closing Prices of the Common Stock during the period beginning 10 Trading Days prior to such
Triggering Event Conversion Date and ending 3 Trading Days after the shares of Common Stock are received into Holder’s brokerage
account and fully cleared for trading, by (y) 3, minus (B) $0.01.
The
Warrants are considered a freestanding instrument, as the Company believes they are legally detachable and separately exercisable.
As
defined in the Agreement, upon certain changes in control events, the Purchaser may elect to receive cash equal to the Black-Scholes
value of the outstanding Warrants. Consequently, as of the Initial Date, the Warrants were accounted for and recognized as a non-current
financial liability on the consolidated balance sheet in total amount of $3,600 ($600 out of which related to warrants that were
granted to Newbridge) under ASC 815-40-25 and were measured at fair value. Subsequently, the Warrants are marked to market in
each reporting period until they are exercised or expired, as earlier, with changes in the fair value of the Warrants charged
into the statement of comprehensive loss. For the year ended December 31, 2018, the Company recorded income in total amount of
$2,125, due to revaluation of Warrants to purchase shares of Common Stock in the statement of comprehensive loss as separate line
based on the change in the fair value from the Initial Date through December 31, 2018.
OWC
PHARMACEUTICAL RESEARCH CORP. AND SUBSIDIARY
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (CONT.)
NOTE
5 -
|
SERIES
A CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT) (Cont.)
|
|
C.
|
Securities
Purchase Agreement (Cont.)
|
In
estimating the fair value of the Warrants on the Initial Date and December 31, 2018, the Company used the following assumptions:
12,500,000
Purchaser Warrants:
|
|
December
31, 2018
|
|
|
Initial
Date
|
|
|
|
|
|
|
|
|
Risk-free
interest rate (1)
|
|
|
2.49
|
%
|
|
|
2.79
|
%
|
Expected
volatility (2)
|
|
|
214.5
|
%
|
|
|
246
|
%
|
Expected
life (in years) (3)
|
|
|
4.33
|
|
|
|
5.00
|
|
Expected
dividend yield (4)
|
|
|
0
|
%
|
|
|
0
|
%
|
Fair
value per Warrant
|
|
$
|
0.10
|
|
|
$
|
0.24
|
|
2,500,000
Placement agent Warrants:
|
|
December
31, 2018
|
|
|
Initial
Date
|
|
|
|
|
|
|
|
|
Risk-free
interest rate (1)
|
|
|
2.47
|
%
|
|
|
2.62
|
%
|
Expected
volatility (2)
|
|
|
219.9
|
%
|
|
|
252.6
|
%
|
Expected
life (in years) (3)
|
|
|
2.33
|
|
|
|
3.00
|
|
Expected
dividend yield (4)
|
|
|
0
|
%
|
|
|
0
|
%
|
Fair
value per Warrant
|
|
$
|
0.09
|
|
|
$
|
0.24
|
|
|
1.
|
Risk-
free interest rate - based on yield rates of non-index linked U.S. Federal Reserve treasury bonds.
|
|
|
|
|
2.
|
Expected
volatility - was calculated based on actual historical stock price movements of the Company over a term that is equivalent
to the expected term of the warrants.
|
|
|
|
|
3.
|
Expected
life - the expected life was based on the expiration date of the warrants.
|
|
|
|
|
4.
|
Expected
dividend yield - was based on the fact that the Company has not paid dividends to its common stockholders in the past and
does not expect to pay dividends to its common stockholders in the future.
|
OWC
PHARMACEUTICAL RESEARCH CORP. AND SUBSIDIARY
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (CONT.)
NOTE
5 -
|
SERIES
A CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT) (Cont.)
|
|
C.
|
Securities
Purchase Agreement (Cont.)
|
The
changes in Level 3 liabilities associated with the 2018 Private Placement warrants are measured at fair value on a recurring basis.
The following tabular presentation reflects the components of the liability associated with such warrants for year ended December
31, 2018:
|
|
Fair
value
of liability
related to
warrants
|
|
|
|
|
|
Balance
at December 31, 2017
|
|
$
|
-
|
|
Recognition
of liability related to Warrants to purchase Common Stock
|
|
|
3,600
|
|
Revaluation
of liability related to Warrants to purchase Common Stock
|
|
|
(2,125
|
)
|
|
|
|
|
|
Balance
at December 31, 2018
|
|
$
|
1,475
|
|
During
the period commencing April 30, 2018 and through December 31, 2018, no Warrants of the Purchaser and Newbridge have been exercised.
As of December 31, 2018, there were 15,000,000 outstanding unexercised Warrants related to the 2018 Private Placement.
In
addition, at the Initial Date, the Company identified several embedded features which may require separate accounting as derivatives
under ASC 815-15. Nevertheless, except specific embedded feature relating to contingent redemption feature in case of other than
upon bankruptcy triggering event, the Company determined that all remaining embedded features should not bifurcated from the host
contract or the probability of occurrence of such embedded features is low and therefore the fair value of such embedded features
was determined to be immaterial. In addition, the Company determined that the Trigger Event is considered as optional conversion
feature upon triggering event that should be estimated at fair value. Thus, the bifurcated embedded derivatives amounting to $1,028
and $8,129 were measured at fair value on the Initial Date and December 31, 2018, respectively. The change in the fair value is
resulted from revaluation of the bifurcated embedded derivatives in total amount of $7,261 which was recognized under other expenses
in the statement of comprehensive loss in a separate line. In addition, upon a partial conversion of 10 share of Series A Convertible
Preferred Stock into 1,647,255 shares of common stock, a relative portion of $160 was deducted.
In
estimating the fair value of the bifurcated embedded derivative related to the contingent redemption feature of the Series A Convertible
Preferred Stock at the Initial Date and the bifurcated embedded derivative related to optional conversion feature upon trigger
event at December 31, 2018, the Company used the following assumptions:
|
|
December
31, 2018
|
|
|
Initial
Date
|
|
|
|
|
|
|
|
|
Risk-free
interest rate (1)
|
|
|
2.62
|
%
|
|
|
2.13%-2.40
|
%
|
Expected
volatility (2)
|
|
|
82.35
|
%
|
|
|
258.3
|
%
|
Expected
life (in years) (3)
|
|
|
1.01
|
|
|
|
1.64
|
|
OWC
PHARMACEUTICAL RESEARCH CORP. AND SUBSIDIARY
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (CONT.)
NOTE
5 -
|
SERIES
A CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT) (Cont.)
|
|
C.
|
Securities
Purchase Agreement (Cont.)
|
|
1.
|
Risk-
free interest rate - based on yield rates of non-index linked U.S. Federal Reserve treasury bonds.
|
|
|
|
|
2.
|
Expected
volatility - was calculated based on actual historical stock price movements of the Company over a term that is equivalent
to the expected term of the bifurcated embedded derivative.
|
|
|
|
|
3.
|
Expected
life - the expected life was based on the expiration date of the bifurcated embedded derivative.
|
The
changes in Level 3 liabilities associated with the 2018 Private Placement bifurcated embedded derivatives are measured at fair
value on a recurring basis. The following tabular presentation reflects the components of such liability associated with such
bifurcated embedded derivatives for the year ended December 31, 2018:
|
|
Fair
value of
bifurcated
embedded
derivative
|
|
|
|
|
|
Balance
at December 31, 2017
|
|
$
|
-
|
|
Recognition
of bifurcated embedded derivative
|
|
|
1,028
|
|
Revaluation
of bifurcated embedded derivative
|
|
|
7,261
|
|
Partial
conversion of shares of Series A Convertible Preferred Stock into shares of common stock
|
|
|
(160
|
)
|
|
|
|
|
|
Balance
at December 31, 2018
|
|
$
|
8,129
|
|
The
Company’s management is measuring the fair value of the 2018 Private Placement warrants issued to the Purchaser and Newbridge
and the bifurcated embedded derivative related to Series A Convertible Preferred Stock by using the services of external independent
appraiser.
At
the Initial Date, the effective conversion price of the Preferred Stock is less than the fair value of the share of Common Stock
at the commitment date. As a result, a BCF amounting to approximately $4,028 was measured assuming full conversion according to
ASC 470-20. However, according to ASC 470-20-30-8, there is a limitation to the amount of the proceeds allocated to the convertible
preferred shares if the intrinsic value of the BCF is greater than the proceeds allocated to the convertible instrument. That
is, the amount of the discount assigned to the BCF shall be limited to the amount of the proceeds allocated to the convertible
preferred share. Consequently, at the Initial Date, a BCF was recognized in total amount of $773.
OWC
PHARMACEUTICAL RESEARCH CORP. AND SUBSIDIARY
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (CONT.)
NOTE
5 -
|
SERIES
A CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT) (Cont.)
|
|
C.
|
Securities
Purchase Agreement (Cont.)
|
Under
ASC 480-10-S99 “Distinguishing Liabilities from Equity”, since the Preferred Stock have conditional redemption provisions
which are outside of the control of the Company and also contain a deemed liquidation preference, the Preferred Stock were classified
as mezzanine financing at the initial measurement date at the residual amount, which is the difference between the total proceeds
received, the fair value of the Warrants, the fair value of the embedded derivative related to the contingent redemption of Series
A Convertible Preferred Stock and after consideration with the amount related to the BCF. Subsequently, the Company accretes changes
in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument
will become redeemable, if later) to the earliest redemption date of the instrument using an appropriate methodology. Changes
in the redemption value are considered as changes in accounting estimates.
The
below table outlines the change in the mezzanine account during the year ended December 31, 2018 -
|
|
December
31, 2018
|
|
|
|
|
|
Opening balance,
December 31, 2017
|
|
$
|
-
|
|
Gross
proceeds from April 2018 PIPE transaction
|
|
|
5,000
|
|
Recognition
of Warrants issued to Purchaser to purchase Common Stock
|
|
|
(3,000
|
)
|
Recognition
of bifurcated embedded derivative
|
|
|
(1,028
|
)
|
Allocation
of issuance costs to Preferred Stock
|
|
|
(199
|
)
|
Recognition
of BCF on Preferred Stock
|
|
|
(773
|
)
|
Accretion
of Preferred Stock to redemption value
|
|
|
2,268
|
|
Partial
conversion of Preferred Stock into shares of common stock
|
|
|
(42
|
)
|
Closing
balance, December 31, 2018
|
|
$
|
2,226
|
|
The
total direct and incremental issuance costs amounted to $1,022 (including the cash fee of $422 and Warrants fee of $600 related
to Newbridge). Such amount was allocated based on the same proportions of the allocation of the consideration received to the
individual freestanding instruments identified (i.e. detachable warrants, bifurcated embedded derivative related to the contingent
redemption feature of the Series A Convertible Preferred Stock and preferred stock). Issuance costs amounting to $823 were allocated
to freestanding instruments at fair value and immediately expensed as a separate line to the statement of comprehensive loss.
Issuance costs amounting to $199 were allocated to Preferred Stock and deducted from mezzanine account.
In
addition, in connection with the Agreement, the Company entered into a Registration Rights Agreement (the “Registration
Rights Agreement”) with the Purchaser, pursuant to which, among other things, the Company is required to use its commercially
reasonable best efforts to (i) prepare and file with the SEC within 60 calendar days of the offering a registration statement
covering the shares of Common Stock underlying the Preferred Stock and Warrants and (ii) have the registration statement and any
amendment thereto to be declared effective by the SEC within 90 calendar days from the date of the initial filing of such registration
statement. On June 14, 2018, the Company filed a registration statement on Form S-1 which was declared effective by July 2, 2018.
OWC
PHARMACEUTICAL RESEARCH CORP. AND SUBSIDIARY
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (CONT.)
NOTE
5 -
|
SERIES
A CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT) (Cont.)
|
|
D.
|
Common
Stock and Stock Warrants Issued for Cash
|
|
1.
|
During
the year ended December 31, 2017, the Company received $118 through a placement of 904,924 common stock units to four investors
for the offering price of $0.13 per unit. Each unit consisted of one share of common stock and two (one “G” and
one “H”) warrants to purchase one share of common stock. The 904,924 “G” warrants are exercisable
at $0.25 and expire two years from the issuance date. The 904,924 “H” warrants are exercisable at $0.40 and expire
3 years from the issuance date. Such warrants were classified within stockholders’ equity.
|
|
|
|
|
2.
|
During
the year ended December 31, 2017, the Company received $100 through a placement of 588,237 common stock units to three investors
for the offering price of $0.17 per unit. Each unit consisted of one share of common stock and one “H” warrant
to purchase one share of common stock. The 588,237 “H” warrants are exercisable at $0.40 and expire 3 years from
the issuance date. Such warrants were classified within stockholders’ equity.
|
|
|
|
|
3.
|
During
the year ended December 31, 2017, the Company received $130 through a placement of 520,000 common stock units to five investors
for the offering price of $0.25 per unit. Each unit consisted of one share of common stock and one “I” warrant
to purchase one share of common stock. The 520,000 “I” warrants are exercisable at $0.50 and expire 2 years from
the issuance date. Such warrants were classified within stockholders’ equity.
|
|
|
|
|
4.
|
During
the year ended December 31, 2017, the Company received $884 through a placement of 1,767,250 common stock units to twenty
investors for the offering price of $0.50 per unit. Each unit consisted of one share of common stock and one “K”
warrant to purchase one share of common stock. The 1,767,250 “K” warrants are exercisable at $1.00 and expire
18 months from the issuance date. Such warrants were classified within stockholders’ equity.
|
|
|
|
|
5.
|
During
the year ended December 31, 2017, the Company received $436 through a placement of 623,227 common stock units to eleven investors
for the offering price of $0.70 per unit. Each unit consisted of one share of common stock and one “L” warrant
to purchase one share of common stock. The 623,227 “L” warrants are exercisable at $1.40 and expire 18 months
from the issuance date. Such warrants were classified within stockholders’ equity.
|
|
E.
|
Common
stock subscriptions receivable
|
During
the years ended December 31, 2018 and 2017, the Company received a cash payment of $105 and $51, respectively, for common stock
subscriptions receivable from former employees.
OWC
PHARMACEUTICAL RESEARCH CORP. AND SUBSIDIARY
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (CONT.)
NOTE
5 -
|
SERIES
A CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT) (Cont.)
|
|
F.
|
Stock-Based
Compensation
|
|
1.
|
Grants
to non-employees
|
|
A.
|
On
November 22, 2016, the Company entered into a Corporate Management Services Agreement with Sorelenco Limited (“Sorelenco”).
In consideration for business and European market development services, the Company agreed to issue to the Sorelenco: (i)
1,442,308 restricted shares of the common stock, par value $0.0001 (the “Shares”); (ii) Class M Warrants exercisable
for 12-months period to purchase 1,250,000 Shares at an exercise price $0.08; (iii) Class G Warrants exercisable for 24-months
period to purchase 448,462 Shares at an exercise price $0.25; and (iv) Class H Warrants exercisable for 36-months period to
purchase 448,462 Shares at an exercise price $0.40. The aggregate fair value of the restricted shares and warrants was $432.
This transaction represents an initiation of business relations between the parties. As the equity instruments issued are
fully vested and non-forfeitable, the fair value of the grant was recognized as an increase to stockholders’ equity
at the measurement date with an offsetting amount as a deduction from stockholders’ equity within the caption “Services
receivable” (see also Note 2L). Such amount is recognized as consulting expense over the term of the agreement. During
the years ended December 31, 2018 and 2017, the Company recognized an amount of $144 and $144 as business development service
expenses, respectively. As of December 31, 2018, the unrecognized related services receivable amounted to $121.
|
|
|
|
|
|
The
exercise period of the Class M Warrants has been extended by 2-weeks in which Sorelenco exercised such warrants into 1,250,000
shares of common stock. Such extension has been accounted as a modification under ASC 718, pursuant to which the incremental
fair value of $403 was recognized immediately as business development service expenses in the statements of comprehensive
loss for the year ended December 31, 2017.
|
|
|
|
|
B.
|
On
November 28, 2016, the Company entered into a Consulting Agreement with Bear Creek Capital. In consideration for the services,
the Company issued to Bear Creek 100,000 restricted shares of Common Stock. The aggregate fair value of the restricted shares
was $10. This transaction represents initiation of business relations between the parties. As the equity instruments issued
are fully vested and non-forfeitable, the fair value of the grant was recognized as an increase to stockholders’ equity
at the measurement date with an offsetting amount as a deduction from stockholders’ equity within the caption “Services
receivable” (see also Note 2L). Such amount is recognized over the term of the agreement. During the year ended December
31, 2017, the Company recognized an amount of $6 as investor and public relations service expenses. As of December 31, 2018,
there are no services receivable.
|
OWC
PHARMACEUTICAL RESEARCH CORP. AND SUBSIDIARY
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (CONT.)
NOTE
5 -
|
SERIES
A CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT) (Cont.)
|
|
F.
|
Stock-Based
Compensation (Cont.)
|
|
1.
|
Grants
to non-employees (Cont.)
|
|
C.
|
On
December 16, 2016, the Company entered into a Consulting Agreement with Jeff Smurlick, pursuant to which the Consultant shall
provide the Company with services in the areas of investor relations and business development. In consideration for the services,
the Company issued to the Consultant 200,000 Class G Warrants and 200,000 Class H Warrants identical to the Class G and Class
H Warrants described above with a cashless exercise feature. The aggregate fair value of the warrants was $41. This transaction
represents initiation of business relations between the parties. As the equity instruments issued are fully vested and non-forfeitable,
the fair value of the grant was recognized as an increase to stockholders’ equity at the measurement date with an offsetting
amount as a deduction from stockholders’ equity within the caption “Services receivable” (see also Note
2L). Such amount is recognized over the term of the agreement. As of December 31, 2018, there are no services receivable.
During the year ended December 31, 2017, the Company recognized an amount of $40 as investor and public relations services
expense.
|
|
|
|
|
|
During
the year ended December 31, 2017, the aforesaid warrants were exercised on a cashless basis (see also Note 5G4).
|
|
|
|
|
D.
|
In
January 2017, the Company issued 300,000 fully vested shares of common stock and 400,000 warrants to Lyons Capital LLC. 200,000
“G” warrants with exercise price of $0.25 and 200,000 “H” warrants with exercise price of $0.40 and
a cashless feature for the purchase of one share each of common stock to a consultant as payment for services. As the equity
instruments issued are fully vested and non-forfeitable, the fair value of the grant was recognized as an increase to stockholders’
equity at the measurement date with an offsetting amount as a deduction from stockholders’ equity within the caption
“Services receivable” (see also Note 2L). The shares were measured at the closing price as of the date of the
agreement and the related expenses are recognized over the terms of the agreement. During the year ended December 31, 2018
and 2017, the Company recognized an amount of $16 and $185 as conferences and business development service expenses, respectively,
resulting from the issuance of the shares. As of December 31, 2018, there are no services receivable.
|
|
|
|
|
|
The
warrants were measured by using the Black-Scholes-Merton pricing model to estimate total fair value amounting to $154. The
Black-Sholes-Merton pricing model assumptions that were used are as follows: expected dividend yield of 0%; risk-free interest
rate of 0.10%-0.11%; expected volatility of 282%, and warrant exercise period based upon the stated terms. Such amount is
recognized over the term of the agreement. During the year ended December 31, 2018 and 2017, the Company recognized an amount
of $5 and $149, as consulting expenses, respectively, resulting from the issuance of these warrants. As of December 31, 2018,
there are no services receivable.
|
|
|
|
|
|
During
the year ended December 31, 2017, the aforesaid warrants were exercised on a cashless exercise (see also Note 5G3).
|
OWC
PHARMACEUTICAL RESEARCH CORP. AND SUBSIDIARY
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (CONT.)
NOTE
5 -
|
SERIES
A CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT) (Cont.)
|
|
F.
|
Stock-Based
Compensation (Cont.)
|
|
1.
|
Grants
to non-employees (Cont.)
|
|
E.
|
Under
the Bear Creek Corporate Advisory Consulting agreement executed in November of 2016, the Company became obligated to issue
100,000 additional shares to Bear Creek as of February 28, 2017. The shares were measured at $262 according to the closing
price of the underlying shares at February 28, 2017. The shares were issued in April 2017.
|
|
|
|
|
F.
|
On
January 21, 2016, the Company entered into a 2-years Consulting Agreement with Global Corporation Strategies (“GCS”),
pursuant to which the Company issued to GCS 5,134,375 restricted shares of Common Stock for investor and public relations
services. The aggregate fair value of the restricted shares was $259. This transaction represents initiation of business relations
between the parties. As the equity instruments issued are fully vested and non-forfeitable, the fair value of the grant was
recognized as an increase to stockholders’ equity at the measurement date with an offsetting amount as a deduction from
stockholders’ equity within the caption “Services receivable” (see also Note 2L). Such amount is recognized
over the term of the agreement. During the years ended December 31, 2018 and 2017, the Company recognized an amount of $7
and $129 as investor and public relations services expense, respectively. As of December 31, 2018, there are no services receivable.
|
|
|
|
|
G.
|
In
2017, the Company issued 350,000 “E” warrants that are exercisable at $0.25 and expire two years from the date
of issuance to purchase one share each of the Company’s common stock to two former employees parties as payment for
services. The aggregate fair value of the warrants was $133. As the equity instruments issued are fully vested and non-forfeitable,
the fair value of the grant was recognized as an increase to stockholders’ equity at the measurement date with an offsetting
amount as a deduction from stockholders’ equity within the caption “Services receivable” (see also Note
2L). Such amount is recognized over the term of the agreement. During the years ended December 31, 2018 and 2017, the Company
recognized $4 and $129 as consulting expenses, respectively. As of December 31, 2018, there are no services receivable.
|
|
|
|
|
|
The
Company used the Black-Scholes-Merton pricing model to estimate the fair value of these warrants. The Black-Sholes-Merton
pricing model assumptions used are as follows: expected dividend yield of 0%; risk-free interest rate of 0.10%-0.11%; expected
volatility of 282%, and warrant exercise period based upon the stated terms. Shares issued for services are measured at the
closing price as of the agreement date.
|
|
|
|
|
H.
|
In
2017, the Company issued 450,000 fully vested shares of common stock to Lyons Capital as payment for services. The fair value
of these shares was measured at the closing price as of the date of the agreement and the related expenses is recognized over
the terms of the agreement. The aggregate fair value of the shares was $329. As the equity instruments issued are fully vested
and non-forfeitable, the fair value of the grant was recognized as an increase to stockholders’ equity at the measurement
date with an offsetting amount as a deduction from stockholders’ equity within the caption “Services receivable”
(see also Note 2L). During the years ended December 31, 2018 and 2017, the Company recognized an amount of $116 and $212 as
business development expenses, respectively. As of December 31, 2018, there are no services receivable.
|
OWC
PHARMACEUTICAL RESEARCH CORP. AND SUBSIDIARY
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (CONT.)
NOTE
5 -
|
SERIES
A CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT) (Cont.)
|
|
F.
|
Stock-Based
Compensation (Cont.)
|
|
1.
|
Grants
to non-employees (Cont.)
|
|
I.
|
In
2017, the Company issued 416,127 fully vested shares of common stock to Jeff Smurlick as payment for services. The aggregate
fair value of the shares was $370. As the equity instruments issued are fully vested and non-forfeitable, the fair value of
the grant was recognized as an increase to stockholders’ equity at the measurement date with an offsetting amount as
a deduction from stockholders’ equity within the caption “Services receivable” (see also Note 2L). The shares
were measured at the closing price as of the date of the agreement and the related expenses are recognized over the terms
of the agreement. During the years ended December 31, 2018 and 2017, the Company recognized an amount of $111 and $260 as
business development and investor relations consulting expenses, respectively. As of December 31, 2018, there are no services
receivable.
|
|
|
|
|
J.
|
On
December 12, 2017, the Company entered into a new agreement with Lyons Capital LLC. In consideration for services in February
2018 relating to the 2018 Wall Street Conference at the Deerfield Beach Florida Hilton and sponsorship in the conference the
Company is required to issue 150,000 fully vested restricted shares of Common Stock. The aggregate fair value of the shares
was $72 which was recognized in 2018 as expenses.
|
In
2019, the Company approved the Amended and Restated 2016 Israeli Employees Share Options Plan (formerly the 2016 Employee Incentive
Plan) (the “2016 Plan”) which provides for the issuance of common stock, stock options and other stock-based awards
to employees, officers, directors, consultants, and advisors. The number of shares reserved for issuance under the 2016 Plan is
36,000,000 shares of common stock (see also Note 8F).
|
A.
|
In
January 2016, the Company granted to certain employees 250,000 stock options which are exercisable into 250,000 shares of
common stock at an exercise price which is ranged $0.05-$0.30 per share. The fair value of these stock options was measured
at $6.
|
|
|
|
|
B.
|
In
December 2016, the Company granted 34,850,000 stock options which are exercisable into 34,850,000 shares of common stock at
an exercise price of $0.05 per share. The granted stock options become vested over a 2-year period from the grant date. The
stock options vested 1/3 on the grant date and the remaining 2/3 vested on a quarterly basis (8.33% per quarter).
|
|
|
|
|
C.
|
During
the second quarter of 2017, the engagement of OWC’s CEO was terminated and the CFO resigned. These combined actions
triggered the forfeiture of 10,456,094 stock options previously granted. The forfeiture resulted in a reversal of $645 of
previously recognized compensation expense in 2017 ($408 out of which was recognized as expense in 2016).
|
OWC
PHARMACEUTICAL RESEARCH CORP. AND SUBSIDIARY
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (CONT.)
NOTE
5 -
|
SERIES
A CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT) (Cont.)
|
|
F.
|
Stock-Based
Compensation (Cont.)
|
|
2.
|
Grant
to employees (Cont.)
|
|
|
As
such award was subject to a clawback feature for certain contingent events, such as termination for cause, the Company accounted
for the cancellation of the award in accordance with the provisions of ASC 718-10-55. Thus, the Company recognized the original
compensation cost related to that grant (which was determined to be less than the current fair value of such award) as a credit
to the consolidated statement of comprehensive loss within the line item “General and administrative” during the
year ended December 31, 2017.
|
|
|
|
|
D.
|
On
August 1, 2017, the Company granted 3,000,000 stock options which are exercisable into 3,000,000 shares of common stock to
two officers at an exercise price of $0.05 per share. 1,500,000 options become vested over a 2-year period from its grant
date. The options shall vest 1/3 on the grant date and the remaining 2/3 on a quarterly basis (8.33% per quarter). The remaining
1,500,000 options become vested over a 3-year period from its grant date. The options shall vest 1/3 on the first anniversary
and the remaining 2/3 vested on a quarterly basis (8.33% per quarter). The Company estimated the fair value of the stock options
by using the Black-Scholes-Merton pricing model which took into account the following assumptions: expected dividend yield
of 0%; risk-free interest rate of 1.8%-2.07%; expected volatility of 255% and expected term of 5-6.5 years. The fair value
of the options at the grant date was $1,019.
|
|
|
|
|
|
During
the year ended December 31, 2018 and 2017, the Company recognized stock-based compensation expense related to all employee
awards amounting to $814 and $2,050 respectively.
|
|
|
|
|
E.
|
On
February 12, 2018, the Company granted 150,000 stock options which are exercisable into 150,000 shares of common stock to
Ms. Hannah Feuer, the then Company’s Chairman of the Audit Committee. The stock options shall become vested over a 3-year
period from its grant date at an exercise price of $0.05. The fair value of the grant of approximately $64.
|
|
|
|
|
|
On
August 20, 2018, the Company’s Chairman of the Audit Committee resigned from her position and all of the stock options
have therefore been forfeited and no expense was recognized.
|
OWC
PHARMACEUTICAL RESEARCH CORP. AND SUBSIDIARY
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (CONT.)
NOTE
5 -
|
SERIES
A CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT) (Cont.)
|
|
F.
|
Stock-Based
Compensation (Cont.)
|
|
2.
|
Grant
to employees (Cont.)
|
|
F.
|
The
following table presents a summary of the status of the grants of stock options to employees, officers and directors under
the 2016 Plan as of December 31, 2018.
|
|
|
Amount
|
|
|
Weighted
average
exercise
price
|
|
|
Weighted
average
remaining
contractual
term
(years)
|
|
|
Aggregate
intrinsic value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options
outstanding at
December 31, 2016
|
|
|
35,100,000
|
|
|
$
|
0.05
|
|
|
|
9.9
|
|
|
$
|
4,405
|
|
Granted
|
|
|
3,000,000
|
|
|
$
|
0.05
|
|
|
|
|
|
|
|
|
|
Exercise
|
|
|
(293,906
|
)
|
|
$
|
0.05
|
|
|
|
|
|
|
|
|
|
Forfeited
|
|
|
(10,456,094
|
)
|
|
$
|
0.05
|
|
|
|
|
|
|
|
|
|
Options
outstanding at
December 31, 2017
|
|
|
27,350,000
|
|
|
$
|
0.05
|
|
|
|
9.0
|
|
|
$
|
11,036
|
|
Granted
|
|
|
150,000
|
|
|
$
|
0.05
|
|
|
|
|
|
|
|
|
|
Forfeited
|
|
|
(250,000
|
)
|
|
$
|
0.11
|
|
|
|
|
|
|
|
|
|
Options
outstanding at
December 31, 2018
|
|
|
27,250,000
|
|
|
$
|
0.05
|
|
|
|
8.0
|
|
|
$
|
1,453
|
|
Options
exercisable at
December 31, 2018
|
|
|
26,000,000
|
|
|
$
|
0.05
|
|
|
|
8.0
|
|
|
$
|
1,385
|
|
The
aggregate intrinsic value represents the total intrinsic value (the difference between the quoted market price of the Company’s
Common Stock on the last day of fiscal 2018 and the exercise price, multiplied by the number of in-the-money options) that would
have been received by the option holders had all option holders exercised their options on December 31, 2018. This amount is impacted
by the changes in the fair value of the Company’s shares.
The
weighted-average fair value of all stock options granted during the years ended December 31, 2018 and 2017 was $0.42 and $0.34,
respectively.
The
following table presents the assumptions used to estimate the fair values of the options granted in the period presented:
|
|
2018
|
|
|
2017
|
|
|
|
|
|
|
|
|
Risk-free
interest rate
|
|
|
1.1
|
%
|
|
|
1.8
|
%
|
Dividend
yield
|
|
|
-
|
|
|
|
-
|
|
Expected
volatility
|
|
|
242.5
|
%
|
|
|
255
|
%
|
Expected
term (in years)
|
|
|
5
|
|
|
|
5.5
- 6.5
|
|
OWC
PHARMACEUTICAL RESEARCH CORP. AND SUBSIDIARY
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (CONT.)
NOTE
5 -
|
SERIES
A CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT) (Cont.)
|
|
F.
|
Stock-Based
Compensation (Cont.)
|
|
2.
|
Grant
to employees (Cont.)
|
As
of December 31, 2018, there was $109 of total unrecognized compensation cost related to non-vested stock options granted under
the 2016 Plan. This cost is expected to be recognized over a weighted-average period of 0.58 years.
The
following table summarizes information about stock options outstanding at December 31, 2018:
Exercise
price
|
|
|
Outstanding
at
December 31,
2018
|
|
|
Weighted
average
remaining
contractual
life (years)
|
|
|
Exercise
price
|
|
|
Exercisable
at
December 31,
2018
|
|
|
Weighted
average
remaining
contractual
life (years)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
0.05
|
|
|
|
27,150,000
|
|
|
|
8.01
|
|
|
$
|
0.05
|
|
|
|
25,900,000
|
|
|
|
8.0
|
|
$
|
0.10-$0.30
|
|
|
|
100,000
|
|
|
|
2.8
|
|
|
|
$
$0.10-$0.30
|
|
|
|
100,000
|
|
|
|
2.8
|
|
|
|
|
|
|
27,250,000
|
|
|
|
|
|
|
|
|
|
|
|
26,000,000
|
|
|
|
|
|
|
G.
|
Exercise
of stock options and stock warrants into common stock
|
|
1.
|
During
the year ended December 31, 2017, the Company received $225 in cash from exercise of 1,750,642 stock warrants into 1,750,642
shares of common stock at exercise prices ranging from $0.08 to $0.40.
|
|
|
|
|
2.
|
During
the year ended December 31, 2017, the Company’s former Chief Finance Officer exercised 312,500 stock options into 293,906
shares of common stock. In accordance with the original terms of the stock option agreement, the exercise was made on a cashless
exercise basis based on the average market value of the common shares for the 10 days period preceding the exercise date.
|
|
|
|
|
3.
|
During
the year ended December 31, 2017, the consultant mentioned in Note 5.F.1.D, exercised 400,000 stock warrants into 334,450
shares of common stock. In accordance with the original terms of the warrant agreement, the exercise was made on a cashless
exercise basis through a net share settlement based on the average market value of the common shares for the 10-days period
preceding the date of such exercise.
|
|
|
|
|
4.
|
During
the year ended December 31, 2017, the consultant mentioned in Note 5.F.1.C, exercised 400,000 stock warrants into 262,363
shares of common stock. In accordance with the original terms of the warrant agreement, the exercise was made on a cashless
exercise basis through a net share settlement based on the average market value of the common shares for the 10-days period
preceding the exercise date.
|
OWC
PHARMACEUTICAL RESEARCH CORP. AND SUBSIDIARY
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (CONT.)
NOTE
5 -
|
SERIES
A CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT) (Cont.)
|
The
following table presents a summary of the status of the grants of stock warrants as of December 31, 2018:
|
|
Amount
|
|
|
Weighted
average
exercise price
|
|
|
Weighted
average
remaining
contractual
term
(months)
|
|
|
Aggregate
intrinsic
value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrants
outstanding at
December 31, 2016
|
|
|
4,676,283
|
|
|
$
|
0.26
|
|
|
|
30.0
|
|
|
$
|
128
|
|
Granted
|
|
|
6,225,228
|
|
|
$
|
0.64
|
|
|
|
|
|
|
|
|
|
Exercised
|
|
|
(2,347,455
|
)
|
|
$
|
0.18
|
|
|
|
|
|
|
|
|
|
Lapsed
|
|
|
(203,187
|
)
|
|
$
|
0.34
|
|
|
|
|
|
|
|
|
|
Warrants outstanding
at
December 31, 2017
|
|
|
8,350,869
|
|
|
$
|
0.56
|
|
|
|
11.1
|
|
|
$
|
673
|
|
Granted
|
|
|
15,000,000
|
|
|
$
|
0.22
|
|
|
|
48.6
|
|
|
|
|
|
Exercised
|
|
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
Lapsed
|
|
|
(3,640,477
|
)
|
|
$
|
0.81
|
|
|
|
|
|
|
|
|
|
Warrants
outstanding at
December 31, 2018
|
|
|
19,710,392
|
|
|
$
|
0.25
|
|
|
|
38.8
|
|
|
$
|
0
|
|
Warrants
exercisable at
December 31, 2018
|
|
|
19,710,392
|
|
|
$
|
0.25
|
|
|
|
38.8
|
|
|
$
|
0
|
|
The
aggregate intrinsic value represents the total intrinsic value (the difference between the quoted market price of the Company’s
Common Stock on the last day of fiscal 2018 and the exercise price, multiplied by the number of in-the-money warrants) that would
have been received by the warrant holders had all warrant holders exercised their warrants on December 31, 2018. This amount is
impacted by the changes in the fair value of the Company’s shares.
NOTE
6 -
|
GENERAL
AND ADMINSTRATIVE EXPENSES
|
|
|
US
dollars
|
|
|
|
Year
ended
December 31,
|
|
|
|
2018
|
|
|
2017
|
|
Salaries
and related expenses (*)
|
|
|
1,141
|
|
|
|
1,568
|
|
Professional
fees (*)
|
|
|
1,435
|
|
|
|
2,205
|
|
Travel
and expenses
|
|
|
92
|
|
|
|
58
|
|
Depreciation
|
|
|
7
|
|
|
|
8
|
|
Insurance
|
|
|
3
|
|
|
|
34
|
|
Other
|
|
|
181
|
|
|
|
240
|
|
|
|
|
2,859
|
|
|
|
4,113
|
|
|
(*)
|
Including
stock-based compensation expenses and amortization of services receivable amounted to $1,218 and $3,304 for the years ended
December 31, 2018 and 2017, respectively.
|
OWC
PHARMACEUTICAL RESEARCH CORP. AND SUBSIDIARY
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (CONT.)
The
Company and OWC are subject to taxation in the United States and Israel, respectively, as follows:
|
1.
|
Tax
rates applicable to the Company:
|
|
|
|
|
|
The
enactment of the Tax Cuts and Jobs Act (“Tax Act”) in December 2017, reduced
the federal income tax rates from an average of 35% to a 21% flat rate, beginning in
2018 tax year. As further discussed below, the reduction in corporate tax rates resulted
in the remeasurement of the Company’s net deferred tax assets. The effect on deferred
tax assets and liabilities of a change in law or tax rates is recognized in income in
the period that includes the enactment date.
The
Tax Act also includes a provision designed to currently tax global intangible low-taxed income (“GILTI”),
beginning in 2018 tax year. As OWC is currently in a loss position, there is no tax effect in the current year. The Company
will record the U.S. income tax effect of future GILTI inclusions in the period in which they arise, if relevant.
|
|
|
|
|
|
After
the enactment of the Tax Act, the SEC issued Staff Accounting Bulletin No. 118 (“SAB 118”) which provided guidance
on accounting for the enactment effect of the Tax Act. SAB 118 addressed the application of U.S. GAAP in situations when a
registrant does not have the necessary information available, prepared, or analyzed (including computations) in reasonable
detail to complete the accounting for certain income tax effects of the Tax Act. SAB 118 provided or a measurement period
of up to one year from the Tax Act enactment date for companies to complete their accounting under ASC 740. The Company had
calculated a provisional estimate of deferred tax expense of $335 related to the remeasurement of its U.S. deferred tax assets
in the future, which was fully and equally offset by a corresponding reduction in the valuation allowance. During the quarter
ended December 31, 2018, the Company completed the accounting for the income tax effects of the Tax Act, which resulted in
an immaterial change in the net deferred tax asset, before valuation allowance, as of the enactment date.
|
|
|
|
|
2.
|
Taxes
rates applicable to OWC:
|
|
|
|
|
|
In
December 2016, the Israeli Parliament approved the Economic Efficiency Law (Legislative Amendments for Applying the Economic
Policy for the 2017 and 2018 Budget Years), a reduction of the corporate tax rate in 2017 from 25% to 24%, and in 2018 and
thereafter from 24% to 23%.
|
|
|
|
|
3.
|
Net
operating losses carry forward:
|
|
|
|
|
|
Under
the aforesaid Tax Act, federal net operating losses incurred in 2018 and in future years may be carried forward indefinitely,
but the deductibility of such federal net operating losses is limited to 80% of the taxable income of a specific year. Prior
to the Tax Act, net operating losses could be carried forward for 20 years.
|
|
|
|
|
|
As
of December 31, 2018, the Company has federal NOL carryforwards for United States tax purposes of approximately $1,851 ($1,012
out of which will expire in years 2034-2037 if not utilized, and the remaining amount of $839 which can be carried forward
indefinitely).
|
OWC
PHARMACEUTICAL RESEARCH CORP. AND SUBSIDIARY
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (CONT.)
NOTE
7 -
|
INCOME
TAXES (Cont.)
|
|
3.
|
Net
operating losses carry forward (Cont.):
|
|
|
|
|
|
Utilization
of the U.S. net operating losses may be subject to additional substantial annual limitation
due to the “change in ownership” provisions provided by the Internal Revenue
Code of 1986 (I.R.C. Section 382(a)) and the continuity of business limitation of I.R.C.
Section 382(c). The annual limitation may result in the expiration of net operating losses
before utilization.
As
of December 31, 2018, OWC has accumulated losses for tax purposes in the amount of approximately $3,876, which may be
carried forward and offset against taxable income in the future for an indefinite period.
|
|
|
|
|
4.
|
As
of December 31, 2018, the U.S. federal income tax returns of the Company remain open to examination by taxing authorities
for tax years ending on or after December 31, 2014. The Israeli income tax returns of OWC remain open to examination by taxing
authorities for tax years beginning in 2013 to present.
|
|
|
|
|
5.
|
The
components of pretax loss are as follows:
|
|
|
In
US Dollars
|
|
|
|
December
31
|
|
|
|
2018
|
|
|
2017
|
|
United
States
|
|
|
(8,750
|
)
|
|
|
(3,629
|
)
|
Israel
|
|
|
(1,508
|
)
|
|
|
(932
|
)
|
|
|
|
(10,258
|
)
|
|
|
(4,561
|
)
|
|
4.
|
Deferred
income taxes:
|
|
|
|
|
|
Deferred
income taxes reflect the net tax effects of net operating loss and temporary differences between the carrying amounts of assets
and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the
Company’s deferred tax assets are as follows:
|
|
|
In
US Dollars
|
|
|
|
December
31
|
|
|
|
2018
|
|
|
2017
|
|
Deferred
tax assets:
|
|
|
|
|
|
|
|
|
Net
operating loss carryforward
|
|
|
1,280
|
|
|
|
826
|
|
General
and Administrative
|
|
|
152
|
|
|
|
-
|
|
Research
and development credits
|
|
|
150
|
|
|
|
367
|
|
Net
deferred tax asset before valuation allowance
|
|
|
1,582
|
|
|
|
1,193
|
|
Valuation
allowance
|
|
|
(1,582
|
)
|
|
|
(1,193
|
)
|
Net
deferred tax assets
|
|
|
-
|
|
|
|
-
|
|
|
|
In
assessing the realization of deferred tax assets, management considers whether it is more likely than not that all or some
portion of the deferred tax assets will not be realized. The ultimate realization of the deferred tax assets is dependent
upon the generation of future taxable income during the periods in which temporary differences are deductible and net operating
losses are utilized. Based on consideration of these factors, the Company recorded a full valuation allowance at December
31, 2018 and 2017.
|
|
|
|
|
6.
|
The
main reconciling item between the statutory tax rate of the Company and the effective tax rate is the recognition of valuation
allowances in respect to deferred taxes relating to accumulated net operating losses carried forward and temporary differences
due to the uncertainty of the realization of such deferred taxes.
|
OWC
PHARMACEUTICAL RESEARCH CORP. AND SUBSIDIARY
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (CONT.)
NOTE
8 -
|
SUBSEQUENT
EVENTS
|
|
A.
|
Departure
and Appointment of Certain Officer
|
On
February 1, 2019, the Company appointed Ms. Sigal Russo as Chief Financial Officer of the Company and OWC. Sigal Russo replaced
Yossi Dagan who resigned as Chief Financial Officer of the Company on February 1, 2019, effective immediately.
Ms.
Russo is entitled annual salary of approximately $106 and Ms. Russo received a signing bonus of approximately $7. In addition,
The Company’s Board of Directors approved on February 4, 2019 an options grant to Ms. Russo, to purchase up to 1,500,000
shares of the Company’s common stock, under the Company’s stock incentive plan. The stock options shall vest over
a period of 3-years from the vesting start date, such that 500,000 stock options shall vest upon the 1-year anniversary of the
start date and the remaining stock options shall vest in eight equal quarterly instalments thereafter.
|
B.
|
Grants
to non-employees
|
On
January 14, 2019, the Company’s Board of Directors approved a stock options grant of 1,500,000 shares for its Chief Scientific
Officer, to purchase up to 1,500,000 shares of the Company’s common stock at an exercise price of $0.05, under the Company’s
2016 Plan. 33% of the stock options vested on February 18, 2019 and the remaining 1,000,000 stock options will vest over a 2-years
period commencing on the first quarter after the first vesting event, in equal quarterly installments of 125,000 stock options
per quarter.
In
addition, on January 14, 2019, the Company’s Board of Directors also approved stock options grants for certain employees,
to purchase 500,000 shares of the Company’s common stock at an exercise price of $0.22, under the Company’s 2016 Plan.
The stock options shall vest over a 3-years period from the vesting start date, such that approximately 166,656 stock options
shall vest upon the 1-year anniversary of the start date and the remaining stock options shall vest in 8 equal quarterly instalments
thereafter.
As
discussed in Note 5B1, on January 3, 2019, the Company issued 832,368 shares of common stock to the Purchaser of the Preferred
Stock as payment of a dividend in total amount of $65.
|
D.
|
Issuance
of Unregistered Securities
|
As
discussed in Note 5B1, commencing January 1, 2019 through the date of these consolidated financial statements, the Purchaser converted
an aggregate of 50 shares of Preferred Stock into an aggregate of 24,871,345 shares of Common Stock.
On
February 4, 2019, a special meeting of stockholders of the Company authorized the Company’s Board of Directors to effect
a reverse stock split of the Company’s outstanding Common Stock, $0.00001 par value per share, at any ratio up to 1-for-500
(the “Reverse Split”), at such time as the Company’s Board of Directors shall determine, in its sole discretion,
during the Company’s 2019 fiscal year ending December 31, 2019. As of the date of these consolidated financial statements,
no decision has been taken by the Company’s Board of Directors with respect to the Reverse Split.
OWC
PHARMACEUTICAL RESEARCH CORP. AND SUBSIDIARY
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (CONT.)
NOTE
8 -
|
SUBSEQUENT
EVENTS (Cont.)
|
|
F.
|
Amendment
of 2016 Stock Option Plan
|
|
|
|
|
|
On
February 5, 2019, the Company’s Board of Directors amended the Company’s 2016 Plan. In addition, on March 13,
2019, the Company registered the 36 million shares of Common Stock reserved for issuance pursuant to the 2016 Plans through
filing of Form S-8.
|
|
|
|
|
|
|
|
G.
|
Execution
of an agreement to perform a Safety and Pharmacokinetics (PK) study of OWC’s soluble tablet versus Sativex®
|
|
|
|
|
|
In
January 2019, the Company entered into a Clinical Trial agreement with the Sourasky Medical Center Fund in Tel Aviv for performing
a Single-Dose, Randomized, Crossover Trial to compare the Safety, Tolerability and Pharmacokinetics of OWC’s Medical
Grade Cannabis - Orally Disintegrating Tablets (MGC-ODT) with Buccal Sativex®, in Healthy Adult Volunteers. This Clinical
Trial Agreement (the “Agreement”) is between OWC, and the Medical, Infrastructure and Health Services Fund of
the Tel Aviv Medical Center, Israel, and Prof. Jacob Ablin M.D. as the Principal Investigator.
|
OWC
PHARMACEUTICAL RESEARCH CORP.
269,739,284
shares of Common stock
Prospectus
June 28
,
2019
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