Filed
Pursuant to Rule 424(b)(3)
Registration
No. 333-225641
Prospectus
Supplement No. 4
OWC
Pharmaceutical Research Corp.
47,500,000
Shares of Common stock
This
prospectus supplement no. 4 (the “Prospectus Supplement”) supplements the information contained in the prospectus
dated July 3, 2018 (the “Prospectus”) relating to the offer and sale from time to time of up to 47,500,000 shares
of our common stock by the selling stockholder of OWC Pharmaceutical Research Corp. named in the Prospectus. The number of shares
offered for sale by the selling stockholder consists of up to (i) 140% of the 25,000,000 shares (or 35,000,000 shares) of our
common stock currently issuable upon the conversion of 500 shares of our new series of preferred stock designated as Series A
Preferred Stock (the “Series A Preferred Shares”) held by the selling stockholder and (ii) 12,500,000 shares of our
common stock currently issuable upon exercise of warrants held by the selling stockholder (the “Warrants”). The selling
stockholder acquired the Preferred Shares and the Warrants from us pursuant to a Securities Purchase Agreement (the “Securities
Purchase Agreement”), dated April 30, 2018, by and between the Company and the investor identified therein (the “Investor”).
This Prospectus Supplement is being filed to
update and supplement the information in the Prospectus with the information contained in our Current Report on Form 8-K filed
with the Securities and Exchange Commission on February 4, 2019, as amended on February 7, 2019 (the “Item 5.02 Form 8-K/A”)
and our Current Report on Form 8-K filed with the Securities and Exchange Commission on February 7, 2019, as amended on February
11, 2019 (the “Item 3.02 Form 8-K/A”, together with the Item 5.02 Form 8-K/A, the “Form 8-K/As”). Accordingly,
we have attached the Form 8-K/As to this Prospectus Supplement.
This
Prospectus Supplement is incorporated by reference into, and should be read in conjunction with, the Prospectus. This Prospectus
Supplement is not complete without, and may not be delivered or utilized except in connection with, the Prospectus, including
any amendments or supplements thereto. Any statement contained in the Prospectus shall be deemed to be modified or superseded
to the extent that information in this Prospectus Supplement modifies or supersedes such statement. Any statement that is modified
or superseded shall not be deemed to constitute a part of the Prospectus except as modified or superseded by this Prospectus Supplement.
Investing
in our common stock is highly speculative and involves a high degree of risk. Please consider carefully the specific factors set
forth under “Risk Factors” beginning on page 4 of the Prospectus and in our filings with the Securities and Exchange
Commission.
Neither
the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed
upon the accuracy or adequacy of the disclosures in the Prospectus. Any representation to the contrary is a criminal offense.
The
date of this Prospectus Supplement is February 13, 2019
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 1, 2019
Owc
Pharmaceutical Research Corp.
(Exact
Name of Registrant as Specified in its Charter)
Commission
File No.: 0-54856
Delaware
|
|
98-0573566
|
(State
of Incorporation)
|
|
(I.R.S.
Employer Identification No.)
|
2
Ben Gurion Street, Ramat Gan, Israel
|
|
5257334
|
(Address
of Principal Executive Offices)
|
|
(Zip
Code)
|
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):
[ ]
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
|
[ ]
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
|
[ ]
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
|
[ ]
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company [ ]
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
On
February 1, 2019 (the “Start Date”), OWC Pharmaceutical Research Corp. (the “Registrant”) appointed Ms.
Sigal Russo as Chief Financial Officer of the Registrant and its wholly-owned Israeli subsidiary, One World Cannabis Ltd. Sigal
Russo will replace Yossi Dagan who resigned as Chief Financial Officer of the Company on February 1, 2019, effective immediately.
Mr. Dagan is leaving the Company on amicable terms to pursue other opportunities.
Ms.
Russo, aged 40, is a Certified Public Accountant licensed in Israel. Most recently, 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.
Ms.
Russo is entitled to the following compensation in connection with her employment with the Company:
Salary.
Ms. Russo’s annual salary will be $
106,370,
and Ms. Russo will also receive a one-time signing bonus of $6,600.
Equity
Compensation.
The board of directors approved on February 4, 2019 an option grant to Ms. Russo, to purchase up to 1,500,000
shares of the Registrant’s common stock, under the Registrant’s stock incentive plan. The options shall vest over
a 3-year period from the vesting start date, such that 500,000 Options shall vest upon the one year anniversary of the Start Date
and the remaining Options shall vest in eight equal quarterly installments thereafter.
About
OWC Pharmaceutical Research Corp
OWC
Pharmaceutical Research Corp., through its wholly-owned Israeli subsidiary, One World Cannabis Ltd., (collectively “OWC”
or the “Company”) conducts medical research and clinical trials to develop cannabis-based pharmaceuticals and treatments
for conditions including multiple myeloma, psoriasis, fibromyalgia, PTSD, and migraines.
OWC
is also developing unique and effective delivery systems and dosage forms of medical cannabis. All OWC research is conducted at
leading Israeli hospitals and scientific institutions and led by internationally renowned investigators.
Contact:
Mordechai Bignitz, Chief Executive Officer - OWC Pharmaceutical research crop,
info@owcpharma.com
Tel:
+972-(72)-260-8004
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.
|
OWC
Pharmaceutical Research Corp.
|
|
|
|
|
By:
|
/s/
Mordechai Bignitz
|
|
Name:
|
Mordechai
Bignitz
|
|
Title:
|
Chief
Executive Officer
|
Date:
February 7, 2019
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
|
|
98-0573566
|
(State
of Incorporation)
|
|
(I.R.S.
Employer Identification No.)
|
2
Ben Gurion Street, Ramat Gan, Israel
|
|
5257334
|
(Address
of Principal Executive Offices)
|
|
(Zip
Code)
|
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):
[ ]
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
|
[ ]
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
|
[ ]
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
|
[ ]
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company [ ]
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
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.
|
OWC
Pharmaceutical Research Corp.
|
|
|
|
|
By:
|
/s/
Mordechai Bignitz
|
|
Name:
|
Mordechai
Bignitz
|
|
Title:
|
Chief
Executive Officer
|
Date:
February 11, 2019
OWC
PHARMACEUTICAL RESEARCH CORP.
47,500,000
shares of Common stock
Prospectus
Supplement
February 13, 2019
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