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For OWC the 10-K deadline this year is Monday March 30. They could also ask for an extension in which case they will have an extra couple of weeks.
This is a good link that contains other filing deadlines. OWC is considered to be a non-accelerated filer with a December 31 fiscal year end.
https://www.securexfilings.com/sec-deadlines/
The reason Ziv Turner doesn't have to assign anything is because he is no longer working for the company. When an employee or independent contractor quits or is fired any intellectual property is automatically relinquished to the employer.
The following are a couple of the employment agreements that are in place. These are found in links within the annual 10-K. If you go to Exhibit B look for the Disclosure and Assignment of Inventions section.
Personal employment agreement with Dr. Oron Yacoby-Zeevi:
https://www.sec.gov/Archives/edgar/data/1431934/000149315218005233/ex10-21.htm
Personal employment agreement with Alon Sinai:
https://www.sec.gov/Archives/edgar/data/1431934/000149315218005233/ex10-18.htm
Exhibit B to Personal Employment Agreement
Proprietary Information, Confidentiality and Non-Competition Agreement
between the Employee and One World Cannabis Ltd.
Employee’s Name Alon Sinai
1. Capitalized terms herein will have the meanings given to them in the Personal Employment Agreement to which this Exhibit is attached (the “Agreement”). The term Company will include also all subsidiaries and affiliates of the Company, as applicable, including its parent company, OWC Pharmaceutical Research Corp. (the “Parent Company”), which are deemed third party beneficiaries of this Agreement. The Employee’s obligations and the Company’s rights under this Exhibit will apply as of the beginning of the engagement between the Company and the Employee, regardless of the Start Date or the date of execution of the Agreement or this Exhibit.
Confidentiality; Proprietary Information
2. The Employee acknowledges and agrees that Employee may have access to confidential and proprietary information concerning the business and financial activities of the Company, including without limitation information relating to the Company’s research and development activities, investments, properties, employees, marketing plans, customers, suppliers, trade secrets, test results, processes, data, know-how, improvements, inventions, techniques, intellectual property and products (actual or planned). Such information, whether documentary, written, oral or computer generated, will be referred to as “Proprietary Information”. However, Proprietary Information will exclude information that Employee can demonstrate (i) was known to Employee prior to Employee’s association with the Company (except if related in any way to the Company, including without limitation to the Company’s current and/or contemplated business, services, products and/or activities); or (ii) is or will become part of the public knowledge except as a result of the breach of the Agreement or this Exhibit by the Employee.
3. The Employee recognizes that the Company may receive confidential or proprietary information from third parties, subject to a duty on the Company’s part to maintain the confidentiality of such information and to use it only for certain limited purposes. In connection with such duties, such information will be deemed Proprietary Information hereunder, mutatis mutandis. The Employee will not, during his employment with the Company, improperly use or disclose any proprietary information or trade secrets of any former or concurrent employer or other person or entity and will not bring onto the premises of the Company any unpublished document or proprietary information belonging to any such employer, person or entity unless consented to in writing by such employer, person or entity.
4. The Employee agrees that all Proprietary Information and any patents, trademarks, copyrights and other intellectual property and ownership rights in connection therewith are and will be the sole property of the Company and its assigns. At all times, during Employee’s engagement by the Company and thereafter, the Employee will keep in confidence and trust all Proprietary Information and will not use or disclose Proprietary Information or anything relating to it without the written consent of the Company, except as may be necessary in the ordinary course of performing Employee’s duties under the Agreement.
-8-
5. Upon termination of the Employee’s employment with the Company, the Employee will promptly deliver to the Company all documents and materials of any nature pertaining to Employee’s work with the Company, and will not retain any documents or materials or copies thereof containing any Proprietary Information.
For the avoidance of doubt, Employee’s undertakings set forth in Sections 2-5 shall remain in full force and effect after termination of the Agreement (for any reason whatsoever) or any renewal thereof.
Disclosure and Assignment of Inventions
6. From and after the date the Employee first became employed by the Company, the Employee undertakes and covenants that the Employee will promptly disclose in confidence to the Company all inventions, improvements, developments, original works of authorship, designs, concepts, techniques, methods, systems, processes, know how, computer software programs, databases, mask works, trade secrets, discoveries and any other intellectual creations of any nature whatsoever (“Inventions”), whether or not patentable, copyrightable or protectable as trade secrets, that are made or conceived or first reduced to practice or created by Employee, either alone or jointly with others during the course of or in connection with Employee’s employment with the Company. The Employee undertakes not to disclose to the Company any confidential information of any third party and not to make any use of any intellectual property rights of any third party in the framework of the Employee’s employment by the Company.
7. Without derogating from applicable law, the Employee agrees that all Inventions, whether or not patentable, copyrightable or protectable as trade secrets, that are made or conceived or first reduced to practice or created by Employee, either alone or jointly with others, during the course of or in connection with Employee’s employment with the Company that (a) are developed in whole or in part on Company’s time or using equipment, supplies, facilities, resources or Proprietary Information of the Company, (b) result from or are suggested by any task assigned to Employee or any work performed by the Employee for or on behalf of the Company or by the scope of Employee’s duties and responsibilities with Company, or (c) relate to the Company’s business, activities, services, products or research and development (whether current or anticipated) will be the sole and exclusive property of the Company and the Employee will have no rights in or thereto (“Company Inventions”).
8. The Employee has listed below in this Section 8 a complete list of all inventions to which he claims ownerships (the “Prior Inventions”) and that the Employee desires to remove from the operation of this Exhibit, and acknowledges and agrees that such list is complete. If no such list is attached to this Exhibit, the Employee represents that he has no such Inventions at the time of signing this Agreement. The Prior Inventions, if any, patented or unpatented, are excluded from the scope of this Exhibit. If, in the course of employment with the Company, the Employee incorporates a Prior Invention into a Company product, process or machine, the Company is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license (with rights to sublicense through multiple tiers of sublicensees) to make, have made, modify, use and sell such Prior Invention. Notwithstanding the foregoing, the Employee agrees that the Employee will not incorporate, or permit to be incorporated, Prior Inventions in any Company Inventions without the Company’s prior written consent. The Employee hereby represents and undertakes that none of his previous employers or any entity with whom the Employee was engaged, has any rights in the Inventions or Prior Inventions and such employment with the Company will not grant any of them any right in the results of the Employee’s work.
Prior Inventions: [fill-in, if any.]
None.
-9-
9. The Employee hereby irrevocably transfers and assigns to the Company, without further compensation, all worldwide patents, patent applications, copyrights, mask works, trade secrets and other intellectual property rights in any Company Invention, and waives any and all moral rights that Employee may have in or with respect to any Company Invention. The Employee hereby irrevocably, unconditionally and expressly waives any right and/or claim to any consideration or compensation whatsoever with regard to the Company Inventions and the assignment, use or commercialization thereof, including without limitation any royalty payment and other payment with respect thereto (and including without limitation under Section 134 of the Israeli Patent Law, 1967). The Employee agrees and understands that the Salary (set forth in Exhibit A) includes adequate compensation for any transfer or assignment made by the Employee, if any, pursuant to this Section 9.
The Employee agrees to assist the Company, at the Company’s expense, in every proper way to obtain for the Company and enforce patents, copyrights, mask work rights, and other legal protections for the Company’s Inventions in any and all countries. The Employee will execute any documents that the Company may reasonably request for use in obtaining or enforcing such patents, copyrights, mask work rights, trade secrets and other legal protections. Such obligation will continue beyond the termination of the Employee’s employment with the Company. The Employee hereby irrevocably designates and appoints the Company and its officers and agents as the Employee’s agent and attorney in fact, coupled with an interest to act for and on Employee’s behalf and in Employee’s stead to execute and file any document needed to apply for or prosecute any patent, copyright, trademark, trade secret, any applications regarding same or any other right or protection relating to any Proprietary Information (including Company Inventions), and to do all other lawfully permitted acts to further the prosecution and issuance of patents, copyrights, trademarks, trade secrets or any other right or protection relating to any Proprietary Information (including Company Inventions), with the same legal force and effect as if executed by the Employee.
Non-Competition; Non-Solicitation
10. Employee agrees and understands that the Employee’s Salary (set forth in Exhibit A) includes adequate compensation for his undertakings under this Section 10. Therefore, in order to enable the Company to effectively protect its Proprietary Information, the Employee undertakes that, so long as Employee is employed by the Company and for a period of twelve (12) months thereafter, the Employee will not, directly or indirectly, as owner, employee, agent, or in any capacity whatsoever engage in, become financially interested in, be employed by, render services or assists to, or have any connection with, any person, corporation, business or venture that is engaged in any activities involving services, products, information, processes, technology or equipment that are competitive to those of the Company; provided, however, that Employee may own securities of any publicly traded corporation in an amount not to exceed three percent of any class of stock or securities of such company, and so long as Employee has no active role in such corporation in any capacity.
11. The Employee agrees and undertakes that during the period of Employee’s employment and for a period of twelve (12) months thereafter, the Employee will not, directly or indirectly, including personally or in any business in which Employee is an officer, director or shareholder, for any purpose or in any place solicit (i) for employment any person employed by the Company (or retained by the Company as a consultant, if such consultant is prevented thereby from continuing to render its services to the Company in the manner provided immediately before) on the date of such termination or during the preceding twelve (12) months, and (ii) the business of any customer of the Company for the purpose of offering services or products which compete with the services or products supplied to such customer by the Company.
-10-
Reasonableness of Protective Covenants; Remedies for Breach
12. Insofar as the protective covenants set forth in this Exhibit are concerned, the Employee specifically acknowledges, stipulates and agrees as follows: (i) the protective covenants are reasonable and necessary to protect the goodwill, property and Proprietary Information of the Company, and the operations and business of the Company; and (ii) the time duration of the protective covenants is reasonable and necessary to protect the goodwill and the operations and business of Company, and does not impose a greater restrain than is necessary to protect the goodwill or other business interests of the Company. Nevertheless, if any term contained in this Exhibit B will for any reason be held to be excessively broad with regard to time, geographic scope or activity, such term will be construed in a manner to enable it to be enforced to the extent compatible with applicable law.
13. The Employee acknowledges that the legal remedies for breach of the provisions of this Exhibit may be found inadequate and therefore agrees that, in addition to all of the remedies available to the Company in the event of a breach or a threatened breach of any of such provisions, the Company may also, in addition to any other remedies which may be available under applicable law, obtain temporary, preliminary and permanent injunctions against any and all such actions.
14. The Employee recognizes and agrees: (i) that this Exhibit is necessary and essential to protect the business of the Company and to realize and derive all the benefits, rights and expectations of conducting the Company’s business; (ii) that the area and duration of the protective covenants contained herein are in all things reasonable; and (iii) that good and valuable consideration exists under the Agreement, for the Employee’s agreement to be bound by the provisions of this Exhibit.
15. The Employee acknowledges that the Parent Company is a publicly traded company. As such, it agrees not to use any Proprietary Information in connection with the purchase or sale of the securities of the Parent Company in violation of the U.S. Securities and Exchange Commission regulation or any other applicable securities laws.
IN WITNESS WHEREOF the Employee has signed this Proprietary Information, Confidentiality and Non-Competition Agreement as of the date first hereinabove set forth.
Alon Sinai /s/
They neither gave nor donated their interests. Their employment contracts dictates that they be assignable to the company. 99.9% of all employment contracts are written that way, otherwise it would be potentially a very problematic situation.
The SEC will never send any company a letter stating that the investigation is complete and that they found no wrongdoing. As far as I know they just don't! Also, it's safe to assume that the SEC would not have concluded the case against Friedland if they still had an ongoing investigation with the very company that was central to the whole case. To most it's just common sense.
Ok fine we commoners knew 6 days after the conversion. But somebody else knew much earlier that the overall share count was going to increase. However, if the conversion into common shares amounts to less than 5% of the outstanding shares then there is no need to file an 8-K. In that case it could be months later before we find out.
The OWC's TA security details are updated when changes occur. Of course we know that!! But what one should realize is that there is a time lag between the time the information is filed and the time we find out about it so there is no point always repeating the same mantra. Just saying that in the case of OWC with both DGF and Ziv Turner holding so many preferred shares you could easily have an extra 100 million shares added to the share count without any of us finding out until weeks later. This is what happens when you award, gift, and issue a shitload of shares that if converted, they would represent more than double the existing share count.
From the 8-K filed on 10/28/2019
https://www.otcmarkets.com/filing/html?id=13703250&guid=FaWjUaJGstCPVth
Just because there has not been an 8-K filed, it does not mean that the number of common shares outstanding is still the same now as it was on January 2, 2020. An 8-K is only required to be filed if the number of common shares issued due to a conversion exceeds 5% of the number of shares outstanding.
As an example, the last time OWC filed an 8-K was on October 28 when DGF converted 2 Series A Preferred shares for 17,856,000 common shares. This represented a conversion of greater than 5%. Even then, the filing occurred 48 days from the initial conversion.
If the conversion represents less than 5% of the number of outstanding common shares there is no need for an 8-K. You would only find out in the 10-Q or 10-K. For all we know Ziv Turner has already converted all of his series B preferred shares.
"Only 220 shareholders at time of vote" is incorrect. If that were to be the case then that means a lot of the posters on this board alone are here just for the fun of it. It was explained to me that the "220" refers to the number of different brokers and other institutions that are holding the common shares on behalf of their clients.
I stand to be corrected if this is not the right explanation.
Rather than make such a wild ass guess why not just look at a 10-K or 10-Q close to the target date?
Ok Genius, let's try again. How does that in any way relate to my comment that the 10-K is due on Monday March 30?
For OWC the 10-K filing date is Monday, March 30. In 2017 and 2018 they filed a late notice, NT 10-K, which gave them until mid April. Regardless that is a hell of a long time to wait for an update!
Ziv Turner has a weakness for food. Fact is he enjoys doughnuts so much he started a company just to make sure he doesn't run out.
https://cannibble.world/about-us/
As far as we know Ziv Turner has not been issued the Series B preferred shares yet, and if he has we don't know if any of them have been converted to common shares. He may have parted company but I suspect he is still very close to Bignitz, Sinai, and Dr. Baruch. He knows a lot more than we do about where the company is going. Hopefully he doesn't see a need to sell anytime soon.
Totally disagree with you. You are confusing "working" with "contributed to at least one claim". One could actively be doing 99% of the work on a patent application but still not be one of the named inventors of the patent.
Dr. Zeevi was exactly the person I was referring to in my post. Regardless of the "real" named inventors, which I still maintain means diddly squat, It's those who are leading the work such as Dr. Zeevi that will ultimately take us past the goal line. Quite frankly, as the CSO with great credentials and a strong documented history of success with patents, for me she is the only one that matters. The rest can certify and do photo ops.
It's good that we have a status update on the MM Patent Application. It's also very good and reassuring to know that:
It was already brought to my attention that all persons that have contributed to at least one claim on the patent application are to be named as an inventor. Regardless as to their level of expertise. Somewhat disturbing when you and many others have questioned how someone like Ziv Turner especially could be listed as an inventor. The bottom line is that it really doesn't matter who the inventor is, what is important is who is the named owner of the patent. You will note that in all cases it's One World Cannabis Ltd.
Quote:
People commonly confuse patent inventorship with ownership — or assume that they are the same thing. But they are distinct concepts: The owner of a patent enjoys all of the rights and benefits granted by the patent. The inventor is not always the owner of the patent, and so doesn’t always enjoy those rights.
https://www.henrypatentfirm.com/blog/patent-ownership-vs-inventorship
You had me really worried there PB with regards to who are the inventors of the OWC patent applications. I do stand to be corrected on that one. Mind you I did refer to them as the "real" inventors. After all it boggles the mind to think that Ziv Turner made any significant contribution. Regardless he is indeed named as an inventor for most of the patent applications, if not all.
Competency aside my other concern was on how it impacts everything if he is no longer associated with the company. On that issue I remember reading the OWC employment agreement contracts, and I'm almost 100% certain that they contained wording that would cause any rights and claims over patents to be assigned to the company. Of course contracts can always be challenged, in which case it would be up to a court to decide.
NOT TO WORRY!!! Much to my relief I came across the following:
To the patent experts.
https://patents.google.com/patent/US20180116998A1/en?oq=US20180116998A1+
Did a word search of the entire document and the word "pill" comes up exactly 5 times. I'm not sure that anyone really cares or pretends to know the significance of this. This is not directed at anyone in particular, but it's getting a bit tiresome when reading so many comments from different people pretending to know what is or is not patentable. How about leaving it to the scientists and those that may know a bit more about the subject?
Furthermore, just because the inventor name may be listed as Ziv Turner, Alon Sinai, and or Yehuda Baruch, doesn't mean they are the "real" inventors behind the patent application. The name of the inventor means diddly squat. It's those behind the scenes working in conjunction with the lawyers that matters. As long as the name of the Assignee is One World Cannabis Ltd., I'm cool with that.
When you say "stupid comment", are you referring to the story about Arthur Skok? I thought that was the most endearing thing that he ever said. There is nothing wrong when someone reveals a sense of humour!
Your estimate of another 100M+ shares on the conversion of the remaining 433 preferred shares is pretty close based on today's closing price of $0.065.
Here is the conversion formula:
Good! you did some DD and made a correction. 148,619,380 is not 47,500,000 that you were previously peddling.
I should have read your post first...I already wasted my time.
I stand by my original comment and to further elaborate it's quite obvious that by your statement
Of course the Transfer Agent has a duty to verify and update the share count. But they can only rely on what is being fed to them by the company. A better question might be what is the time lag and reporting requirement to remain compliant with the SEC. A lot of damage can be done during very high volume days. Unfortunately until we see an actual filing we are just reduced to speculation.
Sure do your DD and don't forget to cross your fingers and read the tea leaves while you're at it.
You’ve raised some issues that are being talked about a lot. Below are my observations and clarification to some of them.
1: The marketing/sales lady being referred to is Miri Chen. She may have a lot of connections, but the last time I checked she was looking for a job. Her linkedin states that she is “seeking for new opportunity in Marketing/Buisness Development in the Pharma/Medical Device/Medical Cannabis industry”. https://il.linkedin.com/in/mirichen?trk=public_profile_samename_profile_profile-result-card_result-card_full-click
2: Cannot argue with your comment that they treat “current shareholders like complete shit”.
3: We continue to check their website and it is true that the company has really no interest in updating it. It’s also true that their twitter page has gone MIA. The login info remains with their so-called former advisor from Florida, aka a certified idiot. If you look at the bottom right of the company’s website you will notice a linkedin link. The link gives us the names of two employees at OWC Pharma. One is Yonit Tsarfati, listed as a Project Manager, and the other is Hilla Kochavi, listed as the Manager of Marketing at Kinarti. Hilla also goes by the name Hilla Kochavi-Zeevi. I believe their last post and reference to OWC was back in September. It’s obvious their position, if you want to call it that, with OWC is very informal and part-time.
4: To me it doesn’t scream a buyout/merger, not yet anyway.
5: OWC Pharma did not bail on the Stenocare MOU. It was the other way around. However, in retrospect my view on that is that OWC Pharma is better off without Stenocare. Especially considering that since the announcement they received the patent grant. They are now free to pursue other options, whatever those may be.
6: I sure as hell hope that Foamix stays away from OWC Pharma. Not everybody is happy with the Menlo Therapeutics merger. The exchange of shares between the two companies translates to an 18% premium to Menlo Shareholders. That is the good news and the best-case scenario. Built into the agreement is a contingent stock right that hinges on the result of two phase 3 clinical trials. A lot of fingers will be crossed!
http://www.foamix.com/news-releases/news-release-details/foamix-and-menlo-therapeutics-merge-creating-combined-company
7: Speaking of crossed fingers, some of us have crossed them for so long that they have become permanently fused. As a consequence I’ve stopped believing in tea leaves!
8: Yes, the best advice is to do your own DD and take all the hype and riff raff with a grain of salt.
Very well done and I fully understand the need to spell kneedless the way you did.
Yes, but only provided there were conversions that took place, and only provided there are common shares to be issued. As we've stated before, DGF recognized the limitations it was up against. Also let's not exaggerate when it comes to the triggering default event. The conversion formula changed, yes it did, but it only reduced the 85% to 75% in the formula. The general consensus is that as the share price increases, the conversion formula is not nearly as punitive.
The false assumption being made here is that Ziv Turner was issued 43,650,000 common shares all at once. Let's get this right. The SEC filing clearly states that Ziv Turner "will" (not has been) be issued 43,650 Series B shares. Once these shares are issued, and only then, Ziv has the option to convert them to common shares at a ratio of 1:1000, but still subject to certain rules that must be met, such as notice requirements, availability of common shares, and other restrictions.
Of course the other assumption being made here is that Ziv Turner will in fact be selling. Maybe or maybe not. It's also quite possible that repaying Ziv Turner this way, OWC will have a friendly shareholder that will surely align himself with the company. Read between the lines and interpret as you will.
Furthermore, if Ziv Turner is intent on selling, who is to say that he would be converting all of his shares that "will" be issued to him all at once? Most likely he would use a similar approach as DGF.
It is NOT about dilution! The current number of outstanding shares is 271.9 Million. The total # of authorized shares is 500 Million. A lot of shares have traded hands, call it manipulation, call it what you will, but it's not dilution.
If we were to believe what you and some others are saying, we would already be close to the 500 Mil AS limit. Also, you might want to inform yourself on the various types of dilution and the different impact they may have on shareholders, control, etc. etc.
https://en.wikipedia.org/wiki/Stock_dilution
Stop it with your nonsense, eliminate the bold, and refrain from using language that is offensive..okay boy!
I know that they reported the arrangement in late December. But they also have an arrangement with DGF and whenever DGF converts, it is followed by an SEC filing. At some point it needs to be mentioned and accounted for because common shares have to be issued, so my question is not if but when.
Sorry but I do not agree. Unless you can prove that management wants everyone to sell, all you are doing is speculating. This happens to be the opposite view of those that are convinced Ziv Turner is unloading his bounty of 46 Mil+ shares. So which is it?
What is more likely is that opportunists saw the patent allowance followed by the defeat of the R/S as a great opportunity to step in and pump the hell out of the stock.
I just hope we form a base from here and slowly move forward, and tell the pumpers that show up to go f*** themselves.
How soon should we expect an 8-K then?
And the pump is on folks!
Yes but Mike Tyson also had a backup plan in case he got punched in the mouth, and that was to bite Evander's ear off. What's the plan here if you're a vegetarian?
g
43,675 Series B stock to be exact "will" be issued. The filing did not say if they were in fact issued yet. Series B stock can be converted on the basis of 1:1000 common stock.
https://www.sec.gov/Archives/edgar/data/1431934/000149315219019700/form8-k.htm
The link below has the conversion formula and it also specifies the procedure that must be followed, ie 7 days notice, before the conversion takes place and common shares issued. So if the procedure is followed it's unlike Ziv Turner was behind the selling over the last several days. If so, then we should expect an 8-K and we will know for sure.
https://www.sec.gov/Archives/edgar/data/1431934/000149315219019700/ex3-1.htm
Let's look at the bright side, later today there is still time for a HUGE announcement that will propel this stock to the moon. If not today, then tomorrow or soon thereafter.
I suppose, but when one makes it a habit of bilking people and screwing them left and right, sooner or later it will catch up with him. At least I hope it does.
It could also be that David Sims, the only person behind DGF, has been distracted by an active investigation against him, a partner, and their lawyer over a "prime bank" scheme whereby they bilked $1.41 Mil from 13 investors.
As I commented in another post this morning, this preoccupation may have been a contributing factor as to why he did not convert more of his preferred shares of OWCP. Of course there is also the possibility that he now views OWC as a buy opportunity and is quite content with receiving dividends on the shares that he has yet to convert, and hold on to the ones that he already has. And let's not forget that he also has a good number of warrants, 12.5 Mil, that he can exercise to buy @ $0.22 each over a 5 year period. If this is the way that it plays out, the company could have some more needed capital coming its way.
https://www.sec.gov/litigation/complaints/2019/comp24480.pdf