Current Report Filing (8-k)
March 08 2018 - 7:37AM
Edgar (US Regulatory)
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): March 8, 2018
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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4514760
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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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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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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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Item
8.01. Other Events.
OWC
Pharmaceutical Research Corp. (the “Registrant”) is filing this Form 8-K to report the resignation of Mr. Jeffrey
Friedland (“Mr. Friedland”) as a member of the Registrant’s Advisory Board, effective immediately. A copy of
Mr. Friedland’s letter of resignation is attached as exhibit 17.5 to this Form 8-K.
The
Registrant has been made aware of the fact that the United States Securities and Exchange Commission (the “SEC”) has
commenced a civil injunctive action against Mr. Friedland and two related entities (the “Friedland Defendants”) by
the filing of a complaint in the United States District Court for the District of Colorado. The SEC alleges in the complaint that
the Friedland Defendants “engaged in a nearly $7 million securities fraud scheme to conceal the nature of [Mr. Friedland’s]
interest in . . . OWC Pharmaceutical Research Corp. (“OWC”) to allow him to unload his considerable holdings in OWC
stock into the marked that he helped to artificially inflate.”
The
Registrant has not been named as a party to the pending SEC action nor is the Registrant alleged to have been a party to nor had
any knowledge of the purported scheme by the Friedland Defendants.
The
Registrant is aware that Mr. Friedland, through one of his entities, was an early investor in the Registrant, having purchase
more than 1.3 million shares of the Registrant’s common stock in 2014 in a private placement. In addition, in February 2016,
Mr. Friedland was issued an additional 5.1 million shares through another of his entities (both of which are Friedland Defendants)
as compensation for a two-year consulting agreement with the Registrant which agreement expired by its terms in February 2018.
The
Registrant did not receive any of the proceeds from the sale by the Friedland Defendants of the OWC shares nor did the Registrant
benefit by the alleged scheme by the Friedland Defendants. The registrant with its legal advisors continues to consider additional
actions if and so required.
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.
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.
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:
March 8, 2018
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