UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of report (date of earliest event reported):
November 27, 2016
OWC
PHARMACEUTICAL RESEARCH CORP.
(Exact Name of
Registrant as Specified in its Charter)
Commission File No.: 0-54856
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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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22 Shacham Street. P.O.B.
8324 Petach Tikva, Israel
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4918103
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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 (0) 3-758-2657
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)
¨
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))
¨
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry Into A Material Definitive Agreement.
On November 27, 2016, OWC Pharmaceutical Research Corp. (the "Registrant"
or "OWCP") and its wholly-owned Israeli subsidiary, One World Cannabis Ltd (OWC
Ltd") entered into a license agreement (the "License Agreement") with Emilia
Cosmetics Ltd., a company organized under the laws of the State of Israel
("Emilia"), a world-leading company in the field of development, production,
manufacturing and packaging of health and beauty products including for
treatment of human skin disease. OWCP and OWC Ltd are sometimes referred to
collectively as "OWC."
Prior to entering into the License Agreement, the Parties conducted a
Development and Evaluation Program (as defined in the License Agreement) for
the development of a specific product comprising Emilia's formulation with
certain medical cannabis extract provided by OWC Ltd for topical treatment
of Psoriasis ("OWC's Product").
Pursuant to the License Agreement, a copy of which is attached hereto as
Exhibit 10.19, Emilia has granted a limited license to OWC with respect to
Emilia's Licensed Intellectual Property to be developed and commercialized
worldwide in the topical treatment of Psoriasis in humans with OWC's Product
and upon the successful achievement of the trial, Emilia will grant OWC an
exclusive, worldwide, transferable, royalty-bearing license, with the right
to grant sublicenses, to use, sell and commercially exploit the Emilia
Intellectual Property (the "License"). In consideration for the License,
from and after the first commercial sales of the Licensed Product, OWC shall
pay to Emilia a royalty at the rate of ten (10%) percent of net sales during
the period of time beginning upon the first commercial sale and ending ten
(10) years thereafter (the "Royalty Term"). In the event the sale of the
Licensed Product during the Royalty Term reaches the minimum sales targets
mutually agreed by the Parties as set forth in the License Agreement, the
Royalty Term will extend to an additional five (5) year term.
The
foregoing descriptions of the License Agreement are qualified in their
entirety by reference to the full text of thereof, a copy of which is
attached hereto as Exhibit and which is incorporated herein in its entirety
by reference.
Item 9.01 Financial Statements and Exhibits.
(a) The following documents are filed as exhibits to
this report on Form 8-K or incorporated by reference herein. Any document incorporated by
reference is identified by a parenthetical reference to the SEC filing that included such
document.
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Exhibit
No.
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Description
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10.19
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License Agreement dated
November 27, 2016, between the Registrant, its wholly-owned Israeli
subsidiary, One World Cannabis Ltd, and Emilia Cosmetics Ltd., filed
herewith.
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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: November 28, 2016