Amended Current Report Filing (8-k/a)
February 11 2019 - 4:07PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
(Amendment
No. 1)
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of report (date of earliest event reported): February 5, 2019
Owc
Pharmaceutical Research Corp.
(Exact
Name of Registrant as Specified in its Charter)
Commission
File No.: 0-54856
Delaware
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98-0573566
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(State
of Incorporation)
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(I.R.S.
Employer Identification No.)
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2
Ben Gurion Street, Ramat Gan, Israel
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5257334
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
Telephone Number, including area code: 972 (72) 2608004
Not
Applicable
(Former
name or former address, if changed since last report.)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2. below):
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company [ ]
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Explanatory Note
This Amendment No. 1 to the Current Report on Form 8-K amends Item 3.02 of the Current Report on Form 8-K
filed on February 7, 2019 (the “Original Form 8-K”) solely to correct an error in the first paragraph of the disclosure
under Item 3.02 in the Original Form 8-K with respect to the number of shares of the Registrant’s common stock into which
the Series A Preferred Stock was initially convertible. Item 3.02 has been replaced in its entirety below. No other changes have
been made to the Original Form 8-K.
Item
3.02 Sale of Unregistered Securities.
As
previously reported by OWC Pharmaceutical Research Corp. (the “Company”), it sold to Discover Growth Fund (“Discover”)
500 shares of its new series of preferred stock designated as Series A Convertible Preferred Stock (the “Preferred Stock”),
which were initially convertible into an aggregate of 25,000,000 shares of the Company’s common stock, par value $0.00001
per share (“Common Stock”), subject to adjustments. On January 31, 2019, and at times prior to then, the Company received
notices of conversion from Discover to convert an aggregate of 35 shares of Preferred Stock, with a stated value of $10,000 per
share, into an aggregate of 7,376,090 shares of Common Stock (the “Conversion”). From December 11, 2018 through February
5, 2019, the Company effected the Conversion and issued the investor an aggregate of 7,504,842 shares of Common Stock, which constitutes
greater than 5% of the number of shares of common stock outstanding as reported in the Company’s last Quarterly Report on
Form 10-Q for the quarter ended September 30, 2018.
These
securities were not registered under the Securities Act of 1933, as amended (the “Securities Act”), but qualified
for exemption under Section 4(a)(2) of the Securities Act. The securities were exempt from registration under Section 4(a)(2)
of the Securities Act because the issuance of such securities by the Company did not involve a “public offering,”
as defined in Section 4(a)(2) of the Securities Act, due to the insubstantial number of persons involved in the transaction, size
of the offering, manner of the offering and number of securities offered. All of the securities were issued without registration
under the Securities Act of 1933 in reliance upon the exemption provided in Section 4(a)(2).
Item
9.01. Exhibits
(d)
Exhibits
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
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OWC
Pharmaceutical Research Corp.
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By:
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/s/
Mordechai Bignitz
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Name:
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Mordechai
Bignitz
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Title:
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Chief
Executive Officer
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Date:
February 11, 2019
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