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Here are the links to the October 7, TLR tablet study results. There is lots to be critical about, but I'm not sure why this should be an issue that anybody needs to fret about.
PRNewswire:
https://www.prnewswire.com/news-releases/owc-pharmaceutical-research-corp-to-report-top-line-results-tlr-for-a-safety-study-on-its-cannabis-based-tablets-300933105.html
SEC:
https://www.sec.gov/Archives/edgar/data/1431934/000149315219015116/form8-k.htm
I wouldn't get too bent out of shape about this. Upon further reflection I think Stenocare has more reason to be embarrassed than OWC. Doesn't say much about their level of commitment going forward.
Remember that the MOU was announced before the OWC patent news. Regardless, Stenocare is a startup in a small market with limited capital and, financially speaking, they would not have been of much help to OWC. After all, I don't remember the MOU news having had a positive impact on the share price. I'm sure there is a much better fit out there.
Well this is a bummer! So much for Stenocare and the MOU with OWC. Mind you I never thought it would amount to anything. Stenocare has found a new partner and they are saying thanks but no thanks to OWC.
https://news.cision.com/stenocare/r/stenocare-sign-strategic-development-partnership-with-solural-pharma,c2995690
It's true that we all make mistakes. With $3.9 mil on an $88,000 investment you must have bought in late 2016 at an average of just over $0.02. Hindsight is 20-20 but I'm puzzled why you would have taken out only $50,000. You don't have to answer that, at different levels many of us have been there, done that!
A fair summary except the fact that JF was referred the disbarred lawyer by the company. It's not as if he had to look hard for one that was disbarred. This same lawyer was referred to other shareholders as well and his name appears in most of the SEC filings before the company engaged the services of their current law firm.
Why the hell not? Because with $80 you could have bought a couple of cases of beer, that's why!
I read somewhere that chairman Hirsch is a genius, and people have bought into it and preaching the same crap! They are simply trying to defend the indefensible forgetting the "massive value" that he promised. Hey don't believe anything that I have to say because all the details are buried in the SEC filings. We should just ignore such promises and sweep them under the carpet, when clearly they were just lies.
It makes me puke when I keep reading how great of a chairman Hirsch has been. Plain and simple he has been an unmitigated disaster. If anyone disagrees, just take a look at your OWCP holdings and compare their value from the time that Hirsch came on board to now.
He, the pompous a-hole who tries to distinguish himself by using words that others have stopped using for centuries, should along with his dance partner be given a knuckle sandwich and a royal kick in the butt, and shown the exit door forthwith. Then perhaps we'd have reason to celebrate and be optimistic.
That may be true. But what matters are the number of shares they control. It would not be surprising if 5% of the shareholders control the outcome of the vote. Of course I hope this is not the case. It would also not be surprising if these 5% of the shareholders have an open line of communication with management and know much more about what is going on than we do.
Needless to say there are many shareholders that still have justifiable concerns about management and their ability to execute. I've already kissed the bulk of my losses goodbye. My only concern right now is whether or not my remaining shares will be reduced to nothing, which is exactly what will happen with a 1:700 reverse split. I am willing to roll the dice with the remaining $1500 worth of shares. I'm sure the odds are better, or maybe not, than buying lottery tickets!
You are right there is no reason to PR the SEC litigation settlement with Friedland. As for the reference to an investigation in last year's 10-K and in the latest 10-Q, we should fully expect that reference to be removed in the next 10-K.
Some have suggested that if the SEC had concluded the investigation and found no wrongdoing, the company would have issued an 8-K stating as much. At the end of an investigation, I don't think the SEC issues a certificate stating you're good and there is no reason to worry! Therefore as I see it the company does not have to issue an 8-k.
PB & BS, unfortunately curing a triggering event, such as the one we are dealing with, that has to go through a judicial process in a democratic country takes time, and there really is nothing that either the company or Dr. Baruch can do about it.
The problems are multi-faceted and some have nothing to do with the triggering event being discussed. OWC was required to redeem a portion of the preferred shares outstanding within 270 days. As far as we know they did not do that. The conversion formula still applies for the 5% quarterly dividends that are due. And as I indicated before, unless they are repaid in cash by the company, they can't be repaid by issuing common shares when the applied formula yields a value that is less than $0.0
Houston we have a problem with communication here. Do you not see where it clearly states "at such holder's option"? Surely you must know what that means no? The holder (DGF) may or may not specify a future date. The company is in no position to dictate what DGF may or may not do.
Of course OWC did not have to report the Ziv Turner settlement as a triggering event. They did not have to spell it out because the Baruch triggering event was more than enough. But you can bet your bottom dollar that if the Baruch triggering event had not happened, the Ziv Turner triggering event would have sufficed.
PB one more point of clarification that I should have included in my previous reply. The company did not include Baruch's personal issues in the original finance agreement. Triggering event (xiv) only made a general reference to all that were an integral part of management. The link that you provided was some six months later when Baruch was charged, and of course the company had no choice but to issue the 8-K and identify him.
When they signed the agreement in April 2018, we already knew that Dr. Baruch had been accused of sexual misconduct by a patient a year earlier. My point to Yossi was that knowing the existence of these accusations, the company could have easily included a disclosure and notwithstanding clause in the agreement that would have excluded Dr. Baruch from causing the triggering event. At the time both parties were eager to consummate a deal, and my experience tells me, that's when that potential negative issue should have been addressed. Unless I'm mistaken, by this time they were also having legal issues with Ziv Turner at home where OWC was the named defendant. The outcome of that pending case could also have similarly been excluded from the agreement.
Does it not make one wonder why something so basic and obvious was not picked up? Or, as some have alluded to, maybe they were smarter than we think and did this on purpose. I'm not willing to make such an accusation without concrete evidence. I mean that is almost treasonous!
Before any more misinformation is spread, please read again what you wrote. Regardless as to what the cure might be or when it happens, it really doesn't matter as long as it's at the option of the holder, ie DGF.
DGF is still the elephant in the room that has to be dealt with. I would like to know if any of you have looked carefully at the conversion formula in the loan agreement.
Just to recap:
1. DGF still holds 435 preferred shares that have not yet been converted. This amounts to $4.35 Million + dividends + interest still due.
2. As per the loan agreement, "the Purchaser of the Preferred Stock may, at his option, by delivery of notice to us, specify a future date upon which such holder shall require us to convert all, or any number of, Preferred Stock into shares of our Common Stock at an adjusted conversion ratio as specified in the Certificate of Designation.
3. The company at its sole option can pay the amounts converted either by cash or by converting the preferred stock into common shares.
4. Right now the company has a maximum of 500 million authorized shares that they can tap into. Not even close to being enough shares if DGF converts even just a small fraction of the remaining preferred shares that it holds.
5. Due to the triggering event, here is the conversion formula: "the conversion price has adjusted to an amount equal to (A) 75% of the quotient determined by dividing (x) the sum of the three (3) lowest Closing Prices of the Common Stock during the period beginning ten (10) Trading Days prior to such Triggering Event Conversion Date and ending three (3) Trading Days after the shares of Common Stock are received into Holder’s brokerage account and fully cleared for trading, by (y) three (3), minus (B) $0.01."
6. Try an example using the above formula. If the quotient (b) is anything less than $0.0133, once you subtract $0.01, you end up with a value that is below zero...means the monopoly game is over!!!
Possible options to rectify the situation:
1. Through more positive news and effective management, try to restore shareholder confidence, and hopefully the share price will work its way back up again, to the 2-3 cent level at least, so that when the conversion formula is applied, the price is well above zero. This is unlikely to happen with a massive R/S looming and the elephant in the room salivating.
2. JV with a partner or find a non-toxic lender that has pockets deep enough to get rid of DGF and carry on with research and development. Not an easy task given the realities of the market.
3. If the R/S vote is successful, the anti dilution provisions within the loan agreement, means that the conversion formula still exists, albeit with different numbers. For example if the R/S is 1:700, at the current $0.007 price "A" would be $4.90 (b) would be $3.675, and by the time you subtract $7.00 ($0.01 x 700) you would still be in negative territory...which again means that the monopoly game is over.
4. Does the company have an assurance from DGF, in writing, that they will play nice and not force their hand? Perhaps an amendment to the loan agreement and the conversion formula. If such is the case, which would be viewed as a positive, then why haven't we been made aware of it?
I am just throwing this out there for your thoughts and comments. But please don't tell me to trust management and that they will do what's best for us. The patent allowance and some other things are all good, but the reality is that they have made huge mistakes and they are now trying to mitigate the damage, caused solely by them, at shareholders expense. I still believe, as Gary and a few others have suggested that option 1 is the best. Build the share price back up to 5-6 cents or higher, and then ask for a R/S to something reasonable. The benefit of this is that even if the number of authorized shares remains at 500 million the number of outstanding shares would be reduced substantially, and still have more than enough room to seek financing and issue more shares. The way the proposals stand its really an insult to shareholders, and they are asking for a blank cheque!
The Friedland news actually came out on December 5 and it has been extensively discussed on this board. But it's good that you finally came across it.
All I did was put out a challenge:
You know very well what IG meant. The really hard work is ahead and unless they pass FDA/DEA approved clinical trials, their invention cannot be used as a drug. Meaning that it will be worthless. Before they even get there, let's hope they meet the timelines and don't screw it up.
For example on page 4 it states:
Well said, this is not about an extra marital affair. Have people been living under a rock? This is 2019, do we still have to spell out why what Dr. Baruch did was wrong? Most companies, if they cared at all about their public image, would have immediately put him under quarantine, even with full pay, at least until a full investigation was completed. Unfortunately we are dealing with a company that has no morals, and they lost their moral compass, if there ever was one, a long time ago.
Are you sure it wasn't the firm of Morrow Sodali? They were contracted to make such calls.
"Using OWC's science"? That is my laugh for the day. I'm assuming you agree that OWC would be in a much better position if they hired a truffle pig to run the entire operation. You never know, he might even be able to sniff out some real science.
The difference is that, unlike Bignitz, a truffle pig has a talent and justifies its existence by real work. There is no reason for any of us to believe that Schnegelsberg is a scammer. But if I were a shareholder of his company I would question his judgement in rushing to announce an MOU with OWC...especially given their very recent bad experience with CannTrust.
Here is a very long interview he gave in August of this year.
Unfortunately the "negative nelly" that you may be referring to is one of the few that has been consistent from day one with regards to OWC. Some of us made a huge mistake by not taking seriously the "transgressions from the past". Somehow we always gave the company the benefit of the doubt. Given their documented mistakes of the past, present status, and a future with a maximum 1:700 RS looming, I would just wait and see if there is still a company when the dust settles.
A lot of us would like to see "peer reviewed" research by OWC. Even just one example would be great. But I must correct you because there was no reference to peer reviewed research in the MOU. However, I'm sure that Stenocare will be looking for it as part of their due diligence.
I have no clouds in my head and I would appreciate it if you would refrain from making such an inference. Thank you!
I have made many posts and it's quite possible that I may have attached an excerpt that deals with OWC being a party to an ongoing litigation. We know that the only litigation that the company is a party to is the malpractice lawsuit. Notwithstanding this possible error it does not in anyway take away from all the other posts that have been made regarding an ongoing investigation, and the fact that to this day, unless we hear otherwise, the cloud remains over OWC.
To re-cap:
From the the latest 10-K below is just one of the many risks cited.
Don't worry about the 99.9% haircut. OWC's proprietary active cannabinoid-based topical cream has also been found to regenerate growth at a much faster pace after a haircut, especially if it's severe. It's all in the SEC filings.
Speaking of the 5.1 million shares, the following is from SEC Complaint filed in March of 2018:
It's over alright! Triple zeroes very soon.
There is in fact a well know active investigation of OWC.
Not correct!!
Unfortunately shareholders are left out to dry. There are remedies but none of them will put any real money in your pocket.
https://www.sec.gov/fast-answers/answersrecoverfundshtm.html
INVESTIGATION not LITIGATION. That is the point that continues to be missed. OWC has a cloud over its head because of the ongoing investigation. This is not my opinion, nor is it anyone else’s opinion. It’s the company that has stated as much...as they should in their SEC filings. Until they tell us otherwise, we will continue to take them at their word.
Of course OWC had to co-operate with the investigation of Friedland. They were compelled to do so. The fact that the JF litigation has ended has NOTHING TO DO WITH THE ONGOING INVESTIGATION OF OWC.
We are not talking about active litigation, repeated reference has been made to an active INVESTIGATION!!
INVESTIGATION not LITIGATION. That is the point that you continue to miss. OWC has a clowd over its head because of the ongoing investigation. I am not telling you that, you are not telling us that, but it is the company that has stated as much...as they should in their SEC filings!
As everyone can see and read the company was and indeed continues to be investigated! We are not expressing opinions or feelings. It's the company itself that is making the statement.
From the 10-K:
Yes the company did support the investigation of Friedland as requested by the SEC. Many others supported the investigation as well. You should know that OWC supporting an investigation does not exonerate them from any wrongdoing, nor does it preclude them from also being investigated.
You know very well he was not referring to the proxy statement. FYI it was in the latest 10-Q and also in the 10-K for 2018.
Yes facts matter! There is a difference between active litigation and an active investigation. FIND ONE EXAMPLE WHERE WE HAVE SAID THAT THERE WAS AN ACTIVE LITIGATION? YOU WILL NOT FIND ANY!!! I don't need to look at the iBox for the ongoing litigation in New York. I have been following and commenting on the case from day one.
It's spelled out clearly in the official SEC filings so it should be obvious that you are not making this stuff up. Below are two of our posts with text quoted directly from the filings.
My post on Nov. 17
Your post Nov.18