UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. )*
ONE
WORLD PRODUCTS INC.
(Name
of Issuer)
Common
Stock, par value $0.001 per share
(Title
of Class of Securities)
68248W108
(CUSIP
Number)
John
McCabe
160
Kincaid Lane
Boyce,
LA 71409
With
copy to:
Alison
Newman, Esq.
Fox
Rothschild LLP
101
Park Avenue, 17th Floor
New
York, NY 10178
(212)
878-7900
(Name,
Address, and Telephone Number of Person Authorized to Receive Notices and Communications)
March
15, 2021
(Date
of Event which Requires Filing of this Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ☐
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule
13d-7 for other parties to whom copies are to be sent.
*The
remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover
page.
The
information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 68248W108 | Page 2 of 5 Pages |
| 1 |
NAME
OF REPORTING PERSON
John
McCabe |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐
(b) ☐ |
| 3 |
SEC
USE ONLY
|
| 4 |
SOURCE
OF FUNDS
PF |
| 5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
|
| 6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Louisiana |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE
VOTING POWER
15,550,180* |
| 8 |
SHARED
VOTING POWER
0 |
| 9 |
SOLE
DISPOSITIVE POWER
15,550,180* |
| 10 |
SHARED
DISPOSITIVE POWER
0 |
| 11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
| 12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
| 13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.90% |
| 14 |
TYPE
OF REPORTING PERSON
IN |
*Represents
13,100,180 shares of the Company’s common stock held directly by Mr. McCabe, (ii) 150,000 shares of the Company’s common
stock that are issuable upon the exercise of vested warrants held by Mr. McCabe, (iii) 300,000 shares of the Company’s common stock
that may be acquired upon the conversion of Series A Preferred Stock and (iv) 2,000,000 shares of the Company’s common stock that
may be acquired upon the conversion of the Company’s Series B Preferred Stock.
| CUSIP No. 68248W108 | Page 3 of 5 Pages |
| ITEM
1. |
SECURITY
AND ISSUER |
This
Schedule 13D is filed on behalf of John McCabe (“Mr. McCabe” or the “Reporting Person”), relating
to the common stock, $0.01 par value per share (the “Common Stock”), of One World Products, Inc. (“OWP”
or the “Company”).
This
Schedule 13D is being filed to report the Common Stock acquired by the Reporting Persons during the period from March 15, 2021, when
his beneficial ownership exceeded 5% of the Company’s issued and outstanding Common Stock, through the date hereof. The initial
Schedule 13D filing and subsequent purchases of the Company’s Common Stock described herein were not made on a timely basis.
| ITEM
2. |
IDENTITY
AND BACKGROUND |
| (a) |
This
statement is being filed by Mr. McCabe. |
| |
|
| (b) |
The
business address of the Mr. McCabe is 160 Kincaid Lane, Boyce, Louisiana 71409. |
| |
|
| (c) |
Mr.
McCabe is a private investor. |
| |
|
| (d) |
During
the last five years, Mr. McCabe has not been convicted in any criminal proceedings. |
| |
|
| (e) |
During
the last five years, Mr. McCabe has not been a party to a civil proceeding of any judicial or administrative body of competent jurisdiction
as a result of which he was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding of any violation with respect to such laws. |
| |
|
| (f) |
Mr.
McCabe is a citizen of the United States of America. |
| ITEM
3. |
SOURCE
AND AMOUNT OF FUNDS OR OTHER CONSIDERATION |
On
March 15, 2021, Mr. McCabe purchased 20,000 shares of Series B Preferred Stock of the Company at a price of $15 per share for total proceeds
of $300,000. Each share of Series B Preferred Stock converts into 100 shares of Common Stock of the Company. There were no warrants associated
with this offering. Upon making this purchase, Mr. McCabe’s ownership exceeded 5% of the Company’s issued and outstanding
Common Stock.
On
February 14, 2023, Mr. McCabe purchased 3,000,000 shares of Common Stock of the Company from the Company at a price of $0.10 per share
for total proceeds of $300,000.
Between
March 15, 2021 and December 22, 2023, Mr. McCabe purchased shares of Common Stock of the Company in the open market, in the amounts and
prices set forth on Schedule A attached hereto.
| ITEM
4. |
PURPOSE
OF TRANSACTION |
Mr.
McCabe acquired the securities of the Company for investment purposes. In the future, depending on general market and economic conditions
affecting the Company and other relevant factors, the Mr. McCabe may purchase additional securities of the Company or dispose of some
or all of the securities he currently owns from time to time in open market transactions, private transactions or otherwise.
| CUSIP No. 68248W108 | Page 4 of 5 Pages |
Other
than set forth above, Mr. McCabe does not have any other present plans or proposals that relate to or would result in any of the matters
enumerated in paragraphs (a) through (j), inclusive, of Item 4 of Schedule 13D, but reserve the right, based on all relevant factors
and subject to applicable law, at any time and from time to time to review or reconsider his position, change his position, take other
actions (including actions that could involve one or more of the types of transactions or have one or more of the results described in
paragraphs (a) through (j) of Item 4 of Schedule 13D) or formulate and implement plans or proposals with respect to any of the foregoing.
| ITEM
5. |
INTEREST
IN SECURITIES OF THE ISSUER |
| (a) |
Mr.
McCabe owns beneficially owns 15,550,180 shares of Common Stock of the Company, consisting of (i) 13,100,180 shares of Common Stock
held directly by Mr. McCabe, (ii) 150,000 shares of Common Stock that are issuable upon the exercise of vested warrants held by Mr.
McCabe, (iii) 300,000 shares of the Company’s Common Stock that may be acquired upon the conversion of Series A Preferred Stock
and (iv) 2,000,000 shares of the Company’s Common Stock that may be acquired upon the conversion of Series B Preferred Stock.
As of the date of this filing, the shares of Common Stock beneficially owned by Mr. McCabe represents approximately 18.90% of the
shares of Common Stock of the Company issued and outstanding. |
| |
|
| (b) |
Mr.
McCabe has sole voting and dispositive power over all Common Stock beneficially owned by him. |
| |
|
| (c) |
Mr.
McCabe effected the following purchases of shares of the Company’s Common Stock on the sixty (60) days prior to and including
March 15, 2021, and such transaction are the only transactions in the Shares by Mr. McCabe during the sixty days prior to and including
March 15, 2021: |
| |
Date
of Transaction |
|
No.
of Shares |
|
Price
Per Share |
| |
1/20/2021 |
|
2,000 |
|
$0.370 |
| |
1/26/2021 |
|
2,000 |
|
$0.260 |
| (d) |
Not
applicable. |
| |
|
| (e) |
Not
applicable. |
| ITEM
6. |
CONTRACTS,
ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER |
Except
as described herein, there are no contracts, arrangements, understandings, or relationships (legal or otherwise) between the Reporting
Person and any person with respect to any securities of the Issuer, including but not limited to transfer or voting of any other securities,
finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions of profits or loss,
or the giving or withholding of proxies.
| ITEM
7. |
MATERIAL
TO BE FILED AS EXHIBITS |
None.
| CUSIP No. 68248W108 | Page 5 of 5 Pages |
Signature
After
reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement
is true, complete, and correct.
Date:
January 19, 2024
| /s/
John McCabe |
|
| John
McCabe |
|
SCHEDULE
A
Common
Stock Purchases on the Open Market
| Purchase
Date |
|
Number
of Shares |
|
Price |
| March
24, 2021 |
|
100 |
|
$0.28 |
| March
31, 2021 |
|
10,000 |
|
$0.28 |
| May
14, 2021 |
|
15,000 |
|
$0.192a |
| May
18, 2021 |
|
100,000 |
|
$0.165 |
| June
8, 2021 |
|
3,609 |
|
$0.154 |
| June
11, 2021 |
|
5,000 |
|
$0.146 |
| June
14, 2021 |
|
27,561 |
|
$0.15 |
| June
15, 2021 |
|
20,000 |
|
$0.15b |
| June
16, 2021 |
|
10,000 |
|
$0.14698c |
| June
18, 2021 |
|
10,000 |
|
$0.148 |
| June
21, 2021 |
|
10,000 |
|
$0.142 |
| June
22, 2021 |
|
10,000 |
|
$0.145 |
| June
24, 2021 |
|
10,000 |
|
$0.144 |
| June
25, 2021 |
|
10,000 |
|
$0.142 |
| June
28, 2021 |
|
53,650 |
|
$0.1487d |
| June
30, 2021 |
|
10,000 |
|
$0.19 |
| July
20, 2021 |
|
9,209 |
|
$0.155 |
| August
17, 2021 |
|
70,000 |
|
$0.167e |
| August
18, 2021 |
|
100,000 |
|
$0.155 |
| August
25, 2021 |
|
27,681 |
|
$0.15 |
| September
8, 2021 |
|
100,000 |
|
$0.136 |
| September
9, 2021 |
|
50,000 |
|
$0.12 |
| December
3, 2021 |
|
50,000 |
|
$0.0996f |
| December
10, 2021 |
|
50,000 |
|
$0.09 |
The prices reported in the Price Column are a weighted
average price. The Reporting Person undertakes to provide to any security holder of the Company or the staff of the Securities and Exchange
Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in
footnotes (a)-(z).
a This price per share represents the weighted average price of multiple transactions on that day with prices therein ranging from
$0.19 to $0.195.
b This price per share represents the weighted average price of multiple transactions on that day with prices therein ranging from
$0.147 to $0.153.
c This price per share represents the weighted average price of multiple transactions on that day with prices therein ranging from
$0.1469 to $0.147.
d This price per share represents the weighted average price of multiple transactions on that day with prices therein ranging from
$0.145 to $0.149.
e This price per share represents the weighted average price of multiple transactions on that day with prices therein ranging from
$0.162 to $0.18.
f This price per share represents the weighted average price of multiple transactions on that day with prices therein ranging from
$0.0951 to $0.10.
| February
11, 2022 |
|
20,000 |
|
$0.094g |
| February
14, 2022 |
|
128,695 |
|
$0.0949h |
| February
15, 2022 |
|
154,430 |
|
$0.1148i |
| February
17, 2022 |
|
108,350 |
|
$0.1146j |
| February
18, 2022 |
|
50,000 |
|
$0.112 |
| February
22, 2022 |
|
50,000 |
|
$0.115 |
| February
23, 2022 |
|
139,065 |
|
$0.116k |
| February
25, 2022 |
|
600,000 |
|
$0.106l |
| March
2, 2022 |
|
61,900 |
|
$0.094 |
| March
7, 2022 |
|
40,000 |
|
$0.091 |
| March
8, 2022 |
|
200,000 |
|
$0.09 |
| March
9, 2022 |
|
248,065 |
|
$0.09 |
| May
3, 2022 |
|
264,500 |
|
$0.089995m |
| May
9, 2022 |
|
50,000 |
|
$0.08 |
| June
3, 2022 |
|
193,480 |
|
$0.09 |
| June
6, 2022 |
|
181,000 |
|
$0.106n |
| June
7, 2022 |
|
150,000 |
|
$0.10995o |
| June
8, 2022 |
|
100,000 |
|
$0.101p |
| June
9, 2022 |
|
100,000 |
|
$0.108 |
| June
16, 2022 |
|
18,717 |
|
$0.10 |
| June
17, 2022 |
|
40,000 |
|
$0.105 |
| July
29, 2022 |
|
92,350 |
|
$0.11997q |
g This price per share represents the weighted average price of multiple transactions on that day with prices therein ranging from
$0.09 to $0.95.
h This price per share represents the weighted average price of multiple transactions on that day with prices therein ranging from
$0.09 to $0.095.
i This price per share represents the weighted average price of multiple transactions on that day with prices therein ranging from
$0.109 to $0.117.
j This price per share represents the weighted average price of multiple transactions on that day with prices therein ranging from
$0.11 to $0.115.
k This price per share represents the weighted average price of multiple transactions on that day with prices therein ranging from
$0.11 to $0.118.
l This price per share represents the weighted average price of multiple transactions on that day with prices therein ranging from
$0.094 to $0.108.
m This price per share represents the weighted average price of multiple transactions on that day with prices therein ranging from
$0.0899 to $0.09.
n This price per share represents the weighted average price of multiple transactions on that day with prices therein ranging from
$0.103 to $0.11.
o This price per share represents the weighted average price of multiple transactions on that day with prices therein ranging from
$0.1095 to $0.11.
p This price per share represents the weighted average price of multiple transactions on that day with prices therein ranging from
$0.099 to $0.103.
q This price per share represents the weighted average price of multiple transactions on that day with prices therein ranging from
$0.1173 to $0.12.
| August
1, 2022 |
|
81,500 |
|
$0.118r |
| August
4, 2022 |
|
50,000 |
|
$0.105 |
| August
9, 2022 |
|
40,450 |
|
$0.10 |
| September
13, 2022 |
|
60,000 |
|
$0.09998s |
| September
15, 2022 |
|
200,000 |
|
$0.10 |
| September
19, 2022 |
|
5,600 |
|
$0.089 |
| September
21, 2022 |
|
1,010 |
|
$0.09 |
| October
26, 2022 |
|
200,000 |
|
$0.09 |
| October
27, 2022 |
|
400,000 |
|
$0.0825t |
| December
20, 2022 |
|
37,000 |
|
$0.078 |
| January
5, 2023 |
|
200,000 |
|
$0.07 |
| January
11, 2023 |
|
21,000 |
|
$0.074 |
| January
12, 2023 |
|
195,111 |
|
$0.07999u |
| January
20, 2023 |
|
20,000 |
|
$0.0847v |
| January
24, 2023 |
|
100,000 |
|
$0.08 |
| January
25, 2023 |
|
24,500 |
|
$0.075 |
| January
30, 2023 |
|
115,000 |
|
$0.08 |
| January
31, 2023 |
|
40,000 |
|
$0.08 |
| February
1, 2023 |
|
87,719 |
|
$0.08 |
| February
6, 2023 |
|
96,609 |
|
$0.08 |
| February
7, 2023 |
|
200,000 |
|
$0.0735w |
| February
8, 2023 |
|
100,000 |
|
$0.068 |
| February
9, 2023 |
|
150,000 |
|
$0.067 |
| February
14, 2023 |
|
200,000 |
|
$0.068 |
| February
15, 2023 |
|
200,000 |
|
$0.064 |
| March
6, 2023 |
|
100,000 |
|
$0.073 |
| March
14, 2023 |
|
195,500 |
|
$0.06 |
| June
23, 2023 |
|
110,000 |
|
$0.0795x |
| July
7, 2023 |
|
104,500 |
|
$0.08 |
| September
28, 2023 |
|
88,000 |
|
$0.095 |
| October
6, 2023 |
|
200,000 |
|
$0.08 |
| October
9, 2023 |
|
31,000 |
|
$0.077 |
| October
10, 2023 |
|
24,300 |
|
$0.077 |
| October
11, 2023 |
|
100,000 |
|
$0.078 |
| October
23, 2023 |
|
100,000 |
|
$0.061 |
| October
26, 2023 |
|
100,000 |
|
$0.058 |
| October
30, 2023 |
|
100,000 |
|
$0.04745y |
| November
1, 2023 |
|
71,000 |
|
$0.046 |
| November
6, 2023 |
|
22,999 |
|
$0.051 |
| December
15, 2023 |
|
300,000 |
|
$0.051z |
| December
22, 2023 |
|
250,000 |
|
$0.0365 |
r This price per share represents the weighted average price of multiple transactions on that day with prices therein ranging from
$0.115 to $0.12.
s This price per share represents the weighted average price of multiple transactions on that day with prices therein ranging from
$0.0999 to $0.10.
t This price per share represents the weighted average price of multiple transactions on that day with prices therein ranging from
$0.08 to $0.085.
u This price per share represents the weighted average price of multiple transactions on that day with prices therein ranging from
$0.0799 to $0.08.
v This price per share represents the weighted average price of multiple transactions on that day with prices therein ranging from
$0.0845 to $0.0849.
w This price per share represents the weighted average price of multiple transactions on that day with prices therein ranging from
$0.072 to $0.075.
x This price per share represents the weighted average price of multiple transactions on that day with prices therein ranging from
$0.074 to $0.08.
y This price per share represents the weighted average price of multiple transactions on that day with prices therein ranging from
$0.0465 to $0.0475.
z This price per share represents the weighted average price of multiple transactions on that day with prices therein ranging from
$0.049 to $0.052.
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