Prospectus Filed Pursuant to Rule 424(b)(3) (424b3)
April 29 2019 - 4:08PM
Edgar (US Regulatory)
Filed
Pursuant to Rule 424(b)(3)
Registration
No. 333-225641
Prospectus
Supplement No. 6
OWC
Pharmaceutical Research Corp.
47,500,000
Shares of Common stock
This
prospectus supplement no. 6 (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 April 22, 2019 (the “Form 8-K”).
Accordingly, we have attached the Form 8-K to this Prospectus Supplement.
This
Prospectus Supplement is incorporated by reference into, and should be read in conjunction with, the Prospectus. This Prospectus
Supplement is not complete without, and may not be delivered or utilized except in connection with, the Prospectus, including
any amendments or supplements thereto. Any statement contained in the Prospectus shall be deemed to be modified or superseded
to the extent that information in this Prospectus Supplement modifies or supersedes such statement. Any statement that is modified
or superseded shall not be deemed to constitute a part of the Prospectus except as modified or superseded by this Prospectus Supplement.
Investing
in our common stock is highly speculative and involves a high degree of risk. Please consider carefully the specific factors set
forth under “Risk Factors” beginning on page 4 of the Prospectus and in our filings with the Securities and Exchange
Commission.
Neither
the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed
upon the accuracy or adequacy of the disclosures in the Prospectus. Any representation to the contrary is a criminal offense.
The
date of this Prospectus Supplement is April 29, 2019
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of report (date of earliest event reported): February 22, 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):
[ ]
|
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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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. [ ]
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. Since February 5, 2019 through April 11, 2019, the Company received
notices of conversion from Discover to convert an aggregate of 30 shares of Preferred Stock, with a stated value of $10,000 per
share, into an aggregate of 26,688,515 shares of Common Stock (the “Conversion”). On February 22, 2019, March 6,
2019, March 19, 2019 and April 11, 2019, the Company effected the Conversion and issued the investor 26,688,515 shares
of Common Stock, which constitutes greater than 5% of the number of shares of common stock outstanding as of the date of our Current
Report on Form 8-K dated February 5, 2019, as amended on February 11, 2019.
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:
April 22, 2019
OWC
PHARMACEUTICAL RESEARCH CORP
47,500,000
shares of Common stock
Prospectus
Supplement
April
29, 2019
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