Owc Pharmaceutical Research Corp. (OTCMKTS:OWCP) Files An 8-K Unregistered Sales of Equity Securities
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
About Owc Pharmaceutical Research Corp. (OTCMKTS:OWCP)
OWC Pharmaceutical Research Corp. is a medical cannabis research and development company. The Company is engaged in the research and development of cannabis-based medical products (the Product Prospects) for the treatment of multiple myeloma, psoriasis and fibromyalgia, as well as development of a cannabis soluble tablet delivery system that has applications for other indications. The Company also provides consulting services to governmental and private entities to assist them with developing and implementing various medical cannabis programs. As of September 30, 2016, the Company was engaged in two business activities: work with GUMI to commercialize and market the Company’s Electromagnetic Percussion Device (the Device), and research and development of Cannabis-based medical products for the treatment of a range of medical conditions and/or diseases, such as multiple myeloma, psoriasis, post-traumatic stress disorder (PTSD) migraines and a delivery system.
