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 21, 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)
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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))
¨
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 22, 2016, OWC Pharmaceutical Research Corp. (the
"Registrant") filed a Form 8-K reporting that it had entered into a Reg S
Unit Subscription Agreement with Michepro Holding Ltd ("Michepro"),
organized under the laws of Cyprus (the "Investor"), pursuant to which the
Investor subscribed for and purchased the Registrant's securities for cash
consideration of $300,000.
In connection with the Reg S Subscription Agreement with Michepro, the
Registrant also entered into a Corporate Management Services Agreement, a
copy of which is attached as Exhibit 10.19 hereto ("OWC Europe Agreement"),
with Sorelenco Limited, organized under the laws of Cyprus ("Consultant"),
and an affiliate of Michepro, pursuant to which the Consultant agreed to
provide management services to a new entity being organized by the
Registrant, OWC Europe Marketing Corporation ("OWC Europe"). The Consultant
shall provide OWC Europe with services involving the day to day operations
of OWC Europe including, but not limited to management, business
development, sales and marketing of the products of the Registrant's
wholly-owned Israeli subsidiary, One World Cannabis Ltd and the hiring and
training of staff, among other services.
In consideration for services, the Registrant agreed to issue to the
Consultant: (i) 1,442,308 restricted shares of the common stock, par value
$0.0001 (the "Shares"); (ii) Class M Warrants exercisable for a period of
twelve (12) months to purchase 1,250,000 Shares at an exercise price $0.08;
(iii) Class G Warrants exercisable for a period of twenty-four (24) months
to purchase 448,462 Shares at an exercise price $0.25; and (iv) Class H
Warrants exercisable for a period of thirty-six (36) months to purchase
448,462 Shares at an exercise price $0.40.
This initial term of the OWC Europe Agreement shall be for thirty-six
(36) months subject to the extension upon the mutual written agreement of
the Parties prior to the expiration of the Term.
On December 16, 2016, the Registrant entered into a Consulting Agreement
with Jeff Smurlick, a resident of the State of Florida, pursuant to which
the Consultant shall provide the Registrant with services in the areas of
investor relations and business development with the objective of generating
interest in the business of the Registrant and its subsidiary, including
assisting the Registrant in establishing relationships with the financial
and medical communities specializing in the field of medical cannabis as
well as with the general media which includes an investor relations (IR)
program for the Company. A copy of the Consulting Agreement is attached as
Exhibit 10.20 hereto. In consideration for the services, the Registrant
issued to the Consultant 200,000 Class G Warrants and 200,000 Class H
Warrants identical to the Class G and Class H Warrants described above.
Item 3.02. Unregistered Sales of Equity Securities.
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Name
of Issuee
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Date of Issuance
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Bases for Issuance
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Warrants Issued
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Shares Issued
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Sorelenco Limited
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12/11/2016
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For Services - OWC Europe Agreement
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1,250,000 Class M
Warrants; 448,462 Class G Warrants; and 448,462 Class H Warrants
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,442,308
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Jeff Smurlick
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12/16/2016
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Services
- Consulting Agreement
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200,000 Class
G Warrants and 200,000 Class H Warrants
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-
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The issuance of the Shares and Warrants was made in reliance upon the
exemptions provided in Section 4(2) of the Securities Act of 1933, as
amended (the "Act") and Regulation S, with respect to Sorelenco and
Regulation D with respect to Mr. Smurlick, both promulgated by the United
States Securities and Exchange Commission (the "SEC") under the Act.
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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OWC Europe
Agreement dated November 21, 2016, between the Registrant and Sorelenco
Limited, filed herewith.
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10.20
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Consulting
Agreement dated December 16, 2016, between the Registrant and Jeffrey
Smurlick, 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: December 21, 2016