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AWESOME POST !!! Thanks!
$OWCP Long and Strong
Working out great. $5 Million investment by an Institutional Investor for 25M shares of common stock is a pretty sweet deal, plus the Warrants representing the right to acquire 12,500,000 shares of Common Stock for an aggregate purchase price of $5,000,000..
OWCP is looking good.
$OWCP
Dr Hirsch - OWCP Presentation 2018 Wall Street Conference
VIDEO:
March 14, 2018
Yes, we have already seen this patent grant, it's great news.
Thank you for re-posting it.
Kind of goes against what you were saying a year ago about how no patents on medical marijuana could ever be granted.
D´OH
31 Registered Patents in 9 Patent Families and the right team to get bio-pharmaceutical patents granted
Going to be huge.
You should take a large position early Monday if you can.
$OWCP
I agree. All startups go through a startup phase.
So much is lining up for huge success by OWCP.
* Awesome management and research team
* 31 Registered Patents in 9 Patent Families
* $5 Million investment by Institutional Investor
* Topical cream for Psoriasis is market ready.
Longs will be greatly rewarded.
$OWCP
Newbridge was purchased by a British firm in Oct 2017 (after That article was written) and is now under new management.
$OWCP
What has OWCP been doing instead of babysitting inpatient investors:
https://patentimages.storage.googleapis.com/8f/73/66/91ea24f64b0281/US20180042845A1.pdf
https://patentimages.storage.googleapis.com/2f/aa/58/aa80e19d0880d5/US20170367875A1.pdf
https://patentimages.storage.googleapis.com/b8/1c/09/45c55ac2ed6c11/US20180042890A1.pdf
Just last February 18, 2018, OWC Pharmaceutical Research Corp., OTCQB: OWCP, appointed Dr. Oron Yacoby Zeevi as its Chief Scientific Officer (CSO).
Dr. Oron Yacoby Zeevi, age 57, Chief Scientific Officer : Dr. Yacoby Zeevi has more than 20 years of extensive scientific experience with both private and publicly listed companies in the biopharmaceutical industry. In 2008, Dr. Yacoby Zeevi joined Neuroderm Ltd (Nasdaq: NDRM), a clinical-stage pharmaceutical company developing next-generation treatments for central nervous system (CNS) disorders as the Vice President of Research and was promoted to the position of VP R&D. From October 2016 until her recent departure, she served as Chief Scientific Officer of Neuroderm, which was sold to Mitsubishi Tanabe Pharma for US $1.1 billion in July 2017.
Common sense tells me that Dr. Zeevi wouldn't have joined OWCP if it was not a great opportunity for her to be part of another successful start-up.
Dr. Yacoby Zeevi, is the inventor of over 50 issued patents and patents pending, Her expertise lies in industry-oriented innovation and scientific research, accelerating and orchestrating the evolution of new ideas through R&D PoC, IP, CMC, early efficacy and safety trials, regulatory affairs and market landscape mapping in fields of unmet medical needs, towards development of commercially viable pharmaceutical or agricultural products. Dr. Yacobi Zeevi earned her PHD in micro biology and immunology from the Ben Gurion University of Be’er Sheva, Israel and also holds a degree of Doctor in Veterinary Medicine from the Hebrew University of Jerusalem
Dr. Yacoby Zeevi commented, "I am very proud to join OWCP and cooperate with their excellent management team in order to advance the Company to the next level. The Company has achieved a great deal in its clinical development to date and I am sure I can help in accelerating its growth."
Just last week we made an agreement for $5 Million in funding, and folks are getting all impatient again that they aren't receiving a daily update on the exact going ons of the OWC team in Israel. Do you guys want them to put out fluff that will only be called pumping, or do you want them to do their R&D and Patent work?
$OWCP Long and Strong... GOING TO BE HUGE!
Very Interesting! Thanks for the heads up on that bit of info Farmer. Could be that the two companies do a joint venture in the near future. Something big is on the horizon. What Hirsch said at the Wall Street Conference was very bullish about OWCP gaining massive value.
Go OWCP !!
Hirsch bought nearly 50,000 shares of FOM$ along with several other officers buying shares and filing form 4's today. Fom$ is big in Acne which our cream is suppose to be able to treat. I keep bringing this up, because I'm seeing something on the horizon with the two companies.
With this $5 Million investment by an Institutional Investor news and now that people have had a chance to read the entire 8-K, possible short squeeze tomorrow. Not to mention that it's $5 Million for 25M shares of common stock. Amazing deal to fund the research and patent work.
They know the 10-Q is about to hit,
and it's a Friday
Reading the tea leaves on this board is also revealing... shorts been tripping' since May 4th. They got their team doing a full court press.
In my opinion... they'll feel the squeeze... well see.
Short Volume data
https://www.otcshortreport.com/company/OWCP
$OWCP
OWC Pharmaceutical Research Corp Raises $5 Million in Preferred Stock Sale to Institutional Investor
RAMAT GAN, Israel, May 3, 2018 /PRNewswire/ --
OWC Pharmaceutical Research Corp. (OWCP), a developer of cannabinoid-based therapies targeting a variety of different medical conditions and disorders, today announced the closing of the sale of $5 million of convertible preferred stock to an institutional investor. The preferred stock is convertible into OWCP common stock at a price of $0.20 per share. Newbridge Securities Corporation, through LifeTech Capital, acted as exclusive placement agent for the transaction.
The company also issued warrants to purchase 12.5 million shares of common stock to the investor.
The preferred stock, designated as Series A Preferred Stock, accrues dividends, payable quarterly, at a rate of 5% per annum on the amount invested, payable, in the company's discretion subject to customary restrictions, in cash or common stock. The preferred stock has a liquidation preference of 120% of the amount invested. The company has certain obligations to redeem preferred stock upon the occurrence of certain events, and as to half of the shares over time, and the right to force a conversion of the preferred stock under certain conditions.
"This financing is an important milestone for the company," said Mordechai Bignitz, CEO of OWC Pharmaceutical Research. "It enables us to continue to invest in the research and development of our products and to progress our clinical development, which is key to the uniqueness of our company. With this financing, we can also consolidate our movement to commercialization of our first products. We are also very happy to strengthen the institutional presence amongst our shareholders."
About OWC Pharmaceutical Research Corp.
OWC Pharmaceutical Research Corp., through its wholly-owned Israeli subsidiary, One World Cannabis Ltd., (collectively 'OWC' or the 'Company') conducts medical research and clinical trials to develop cannabis-based pharmaceuticals and treatments for conditions including multiple myeloma, psoriasis, fibromyalgia, PTSD, and migraines.
OWCP is also developing unique delivery systems for the effective delivery and dosage of medical cannabis. All OWCP research is conducted at leading Israeli hospitals and scientific institutions and led by internationally renowned investigators. The Company's Research Division is focused on pursuing clinical trials evaluating the effectiveness of cannabinoids and cannabis-based products for the treatment of various medical conditions, while its Consulting Division is dedicated to helping governments and companies navigate complex international cannabis regulatory frameworks.
Mordechai Bignitz, Chief Executive Officer - OWC Pharmaceutical research crop,
Email: Mordechai.Bignitz@owcpharma.com
Tel: +972-(72)-260-8004
https://finance.yahoo.com/news/owc-pharmaceutical-research-corp-raises-130000096.html
$OWCP
You must be joking. Look at the Equity Short Interest chart and data for OWCP yourself.
here's one of many sources:
https://www.otcshortreport.com/company/OWCP
Snake in the grass gone.
PPS will climb.
$OWCP
LOL... shorts are scrambling, grasping at straws
Dude, The SEC was not investigating OWC or OWCP. They were investigating Jeffrey Friedland, they even filed a complaint against Friedland. The SEC said the investigation was ongoing with the PR that accompanied the SEC complaint against Friedland. They are in court proceedings. Friedland's assets have been frozen and yea during court cases, investigations are ongoing. The
Basic stuff.
Now get back to work.
It makes the $5 Million investment even better. I saw that reading the 8-K/A filed today.
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 30, 2018
OWC Pharmaceutical Research Corp.
Explanatory Note
This Amendment No. 1 to the Current Report on Form 8-K amends Item 1.01 of the Current Report on Form 8-K filed on May 3, 2018 (the “Original Form 8-K”) solely to correct an error in the first paragraph of the disclosure under Item 1.01 in the Original Form 8-K with respect to the number of shares of the Registrant’s common stock into which the Series A Preferred Stock is currently convertible. The paragraph has been replaced in its entirety below. No other changes have been made to the Original Form 8-K.
Page 2
Item 1.01 Entry into a Material Definitive Agreement.
On April 30, 2018, OWC Pharmaceutical Research Corp. (the “Registrant”) entered into and consummated a Securities Purchase Agreement (the “Agreement”) with a non-US-based institutional investor (the “Purchaser”). Under the terms and conditions of the Agreement, the Registrant sold and the Purchaser bought, (i) 500 shares of the Registrant’s new series of preferred stock designated as Series A Preferred Stock (the “Preferred Shares”), which are currently convertible into 25,000,000 shares of the Registrant’s common stock, par value $0.00001 per share (“Common Stock”) and (ii) Warrants (the “Warrants”) representing the right to acquire 12,500,000 shares of Common Stock (which shall be adjusted in accordance with the terms and conditions set forth in the Certificate of Designations and the Warrants) for an aggregate purchase price of $5,000,000. Newbridge Securities Corporation, through LifeTech Capital, acted as exclusive placement agent for the transaction.
Page 3
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.
By: /s/ Mordechai Bignitz
Name: Mordechai Bignitz
Title: Chief Executive Officer
Dated: May 9, 2018
Page 4
That's your opinion. I happen to think OWCP is the best MMJ play. Especially right now. One can easily see the correlation with the Equity Short Interest graph and the exact period of time that Jeffrey Friedland was selling his shares. Shorts were able to easily cover at any time and drive the price down for 8 months. It did hurt the stock. On the same page as Satchel Paige, we're looking forward and now that the snake in the grass is rooted out OWCP can run forward unencumbered and not look back. <puns intended>
The question I asked in the last post was about Newbridge though, but I would assume you don't know any of the details of the inner workings of Newbridge since it went under new management Oct 2017.
I don't know those details, do you?
What I do know is when company A buys another company B that has a net loss, it's usually a case of Company A intending to improve the value of Company B by way of better management.
Do you have any information that would suggest otherwise?
That's a great quote. And looking forward, what we do know is that Newbridge Securities is under new top management as of Oct 2017.
It was the incredible Satchel Page who said, "Don't look back. Something might be gaining on you."
Now you're describing the corporate world.
A British firm bought Newbridge in 2017.
And what does that mean? That Newbridge has value?
Just another merger in broker/dealer land. Bigger fish swallowing smaller fish.
And what does that mean? That Newbridge has value?
A British firm bought Newbridge in 2017.
You sure about that? I thought Cornell changed their name.
If Newbridge won't sponsor you then Cornell will.
Since you have asked me to "post what [YOU] have missed in the 8-K", please answer this first:
If I post what you are wrong about and challenge your false claims, will I be wasting my time, or will you actually provide the section (i.e. Item#, Exhibit#) of the 8-K where it actually says what your claims are?
You're pure speculation and false claims are meaningless to me.
Let's stick to the FACTS.
In the past you have not been able to back up your false claims with FACTS.
For example:
In a previous post of yours, you stated this:
I-GLOW wrote:
"What part about OWCP providing a Fraudulent Opinion Letter to expedite the removal of the restrictive legend are you ignoring."
I replied with this very simple question (in bold):
Where does it say this in the SEC document? Paragraph and page please.
....crickets
Then I came to the conclusion that you must be struggling with that so I added:
"I'll settle for just the paragraph numbers"
....crickets
If I post what you are wrong about in the 8-K, will you actually provide the section (i.e. Item#, Exhibit#) of the 8-K where it actually says what your claims are?
$OWCP
Obviously you have not read the entire 8-K.
Do investors ever read a entire document? Obviously the answer is no.
IG
You pointed out something about the 8-K? And you were the first one?
It's obvious that you have not read the entire 8-K.
$OWCP
It's obvious that you have not read all of the 8-K.
You mean like the institutional investor that just invested $5 Million in OWCP?
Okay great, when you call him, please ask him all the OWCP questions you can think of, and make sure to record the call (with his permission of course) and post the recording online so that you can PROVE IT.
Tomorrow (Wednesday May 9, 2018), PROVE that you talked to Michael Grimes from the SEC. about OWCP.
I'll be looking forward to listening to the audio recording.
I know Grimes and will call him tomorrow - where is your proof that he talked to investors - what did he want to know about the OWCP scam - of course this is more BS from desperate shareholders.
Post your proof that Grimes spoke with investors?
IG
So I'll take that as meaning you cannot provide the paragraph and/or page number of the SEC complaint against Jeffrey Friedland, to substantiate your false claim.
In a previous post of yours, you stated this:
I-GLOW wrote:
"What part about OWCP providing a Fraudulent Opinion Letter to expedite the removal of the restrictive legend are you ignoring."
Where does it say this in the SEC document? Paragraph and page please.
I'll settle for just the paragraph numbers
It was a simple question. If you can't provide the paragraph number, then you can't provide the paragraph number. If you're confused about what the question is, I put it in bold for you.
n a previous post of yours, you stated this:
I-GLOW wrote:
"What part about OWCP providing a Fraudulent Opinion Letter to expedite the removal of the restrictive legend are you ignoring."
Where does it say this in the SEC document? Paragraph and page please.
I'll settle for just the paragraph numbers.
Well said, I also agree!
Agree... so there should be a direct link between this article and OWCP. Have you found the smoking gun? Their denial statement the following day was in direct agreement with you... this was all nonsense with no truth to the rumor.
Case closed.
A lot of words in your reply, but I didn't see the paragraph and page number that I was requesting.
Are you unable or unwilling to provide same?
In a previous post of yours, you stated this:
I-GLOW wrote:
"What part about OWCP providing a Fraudulent Opinion Letter to expedite the removal of the restrictive legend are you ignoring."
Where does it say this in the SEC document? Paragraph and page please.
I'll settle for just the paragraph numbers.
In a previous post of yours, you stated this:
I-GLOW wrote:
"What part about OWCP providing a Fraudulent Opinion Letter to expedite the removal of the restrictive legend are you ignoring."
Where does it say this in the SEC document? Paragraph and page please.
I'll settle for just the paragraph numbers.
More of your pure speculation, and false claims.
Readers who have been here long and know the references to your comments don't need to hear it over and over again.
I appreciate you trying to rebuke the false claims frequently made here, I just think maybe it's not the best way to inform others who don't know the references to your comments.
Why not just continue to post facts to refute the blatant false claims and pure speculation of those who criticize OWCP? I like the many posts you make that spell things out clearly, and I thank you for taking the time to do DD and share it with us.
But you do you. I was just pointing out that people new to the board might not know the references you're talking about, and when you start parroting the false claims, how does that help defend OWCP stock from the false claims?
There is a plethora of solid DD information about OWCP and how great of a company it is. The fundamentals are amazing. In my opinion OWCP will eventually be like GW or bigger.
I'll do me and I'll continue to base my comments on facts that are known through good research.
In my opinion, the DD on this company exposes the false claims.
For example, yesterday:
I-GLOW writes:
"In the SEC complaint against Friedland the SEC made it clear that OWCP was complicit in the fraud by supplying Friedland with a Fraudulent 144 Opinion Letter."
That is false, as in untrue. If you were under oath and testified that, you would be guilty of perjury.
And I can back my statement up with FACTS of what the SEC complaint against Friedland actually says:
The SEC stated very clearly that it was Jefrey Friedland himself who provided the transfer agent with the fraudulent 144 Opinion Letter in January 2017. The opinion letters from 2014 and 2016 were provided by OWC to the transfer agent and were not fraudulent.
OWCP is not a defendant in the case, they received a non-public subpoena because they are cooperating with the SEC. Companies get those all the time, very common. They have been totally honest with us investors, and these things happen not just on the OTC, but also with companies on the big boards. This JF issue was an external scheme that Friedland and his wife were the perpetrators of and the Friedlands are the defendants, not OWC. OWCP and it's stock holders (which includes all of the management) were the victims.
According to the SEC, here are THE FACTS ABOUT THE 3 DIFFERENT OPINION LETTERS TO THE OWC TRANSFER AGENT (years 2014, 2016, 2017)
——————————————— 2014 ———————————————
"29. In August 2014, Friedland purchased 1,322,222 shares of restricted OWC stock for $119,000 pursuant to a subscription agreement that he signed on behalf of Intiva, and the ownership of these securities was identified in OWC’s SEC filings (albeit with “Invita” rather than Intiva). On or around August 18, 2014, OWC provided an opinion letter to its transfer agent from a disbarred attorney in connection with its issuance of stock to Intiva."
There was nothing fraudulent about OWC issuing 1,322,222 shares of restricted OWC stock to Intiva in August 2014. Since there was nothing wrong with the issuance of these shares, there was nothing indicated as being fraudulent about the opinion letter which OWC provided to its transfer agent. According to the SEC complaint against Friedland it says “from a disbarred attorney”, but we don’t know any additional information about the attorney OWC used in 2014. He/she may have had a current license to practice law at that time. Wether the attorney was disbarred prior to or after August 2014 is information not given by the SEC.
——————————————— 2016 ———————————————
"31. On January 21, 2016, Friedland and his company Global entered into a two-year “Media, Public Relations and Investor Relations Services Agreement” with OWC (hereinafter, the “Global PR/IR Agreement”), which Friedland signed as Managing Director of Global.?Under the terms of the Global PR/IR Agreement, Friedland agreed to develop a media, public relations, and investor relations program to create interest in OWC on the part of financial journalists, institutional investors, and the general investment community. In this role, Friedland agreed to “create a higher level awareness of [OWC], as well as the anticipated impact with the investors[;] [Global] will provide both an introduction of the company to the overall American population, as well as specifically target investors.” The agreement also states that Global would assist OWC in reaching investors by writing news releases, shareholder letters, corporate summaries, profiles, and website copy, and would establish OWC’s Facebook and Twitter accounts. The Global PR/IR Agreement stated that it could only be amended if executed by the parties in writing.
32. Pursuant to the compensation terms of the Global PR/IR Agreement, OWC transferred 5,134,375 OWC shares to Global on February 5, 2016. OWC provided an attorney opinion letter to OWC’s transfer agent from a disbarred attorney in connection with the issuance of OWC’s stock to Global. OWC disclosed in reports it filed with the SEC in February 2016 that Global owned these shares of stock – 6.3% of OWC’s common stock at that time – and that Friedland controlled them as Global’s President and CEO, but neither OWC, Friedland, nor Global made any disclosure as to how the shares were acquired by Global."
There was nothing fraudulent about OWC entering into a 2-year “Media, Public Relations and Investor Relations Services Agreement” with Friedland and his company Global and they paid him according to the agreement a reasonable amount of 5,134,375 OWC shares to Global. On January 21, 2016 the PPS of OWCP stock was .04 to .08 and therefore 5,134,375 shares would have been worth $205,375 at .04. It’s fair to say that if someone had done a PP with OWCP during that same time period, they could have gotten a PPS of .04 or less.
Since there was nothing wrong with the issuance of these shares, there was nothing indicated as being fraudulent about the opinion letter which OWC provided to its transfer agent. According to the SEC complaint against Friedland it says “from a disbarred attorney”, but we don’t know any additional information about the attorney OWC used in 2016. He/she may have had a current license to practice law at that time. Wether the attorney was disbarred prior to or after February 5, 2016 is information not given by the SEC.
"36. On March 15, 2016, OWC issued a press release via PR Newswire announcing that Friedland had joined OWC’s Advisory Board to advise on business development efforts, and that Friedland would serve as the Company’s U.S. representative."
——————————————— 2017 ———————————————
"39. On or about January 3, 2017, Kathy Friedland organized Lane 6552 LLC, a company with no apparent business purpose or operations, with herself listed as the company’s sole member and principal.
43. On or about January 14, 2017, Friedland submitted a request to OWC’s transfer agent to reissue Global’s 5,134,375 shares of OWC stock to Lane 6552 LLC and remove the restricted legend from the securities.
45. In order to sell his restricted shares in the public marketplace, Friedland needed to have OWC’s transfer agent remove the restricted legend on Global’s 5,134,375 shares.
46. Friedland provided the transfer agent with a purported attorney opinion letter that included inaccurate information about Global’s acquisition of OWC stock and misleading information about the connection between Friedland, Global, and Lane 6552. The letter was signed by a disbarred attorney. "
According to the SEC, it was this 3rd opinion letter provided in January 2017 to OWC’s transfer agent that was fraudulent with “misleading information about the connection between Friedland, Global, and Lane 6552”. The SEC complaint is very clear that it was Jeffery Friedland who provided this 3rd fraudulent opinion letter (not OWC).
Since Jeffery Friedland was on OWC’s Advisory Board as announced in a PR by OWC about 10 months earlier on March 15, 2016, he may have used this leadership position with OWC which included his own OWC Email (Jfriedland@owcpharma.com), to have OWC’s transfer agent remove the restricted legend on Global’s 5,134,375 shares.
According to the SEC complaint against Friedland it says “from a disbarred attorney”, but we don’t know if the attorney who drafted and/or signed the opinion letter had a current license to practice law at that time or was disbarred prior to January 2017. The attorney may have been disbarred later, that information is not given by the SEC, but if the Attorney was disbarred as a result of the SEC’s investigation then it is most likely that he was disbarred in 2017 after having signed the 3rd opinion letter which Jeffery Freidland provided to the transfer agent.
According to the SEC, here is what fraudulent documents were provided to the transfer agent by Friedland (not OWC) in January 2017:
1. “46. Friedland provided the transfer agent with a purported attorney opinion letter that included inaccurate information about Global’s acquisition of OWC stock and misleading information about the connection between Friedland, Global, and Lane 6552. The letter was signed by a disbarred attorney.”
2. “48. Friedland also indicated on forms signed by his wife that were provided to the transfer agent that Global purchased the stock from OWC in January 2016 at a cost of $51,343.75, but there is no evidence of such payment from Global to OWC. The terms of Global’s agreement with OWC indicate the stock was compensation for media and investor relations services and not in exchange for any payment."
3. “49. Friedland further represented to the transfer agent on these forms that the OWC stock was not being transferred from Global to Lane 6552 as a gift, inheritance, or wash sale, but were instead acquired by Lane 6552 on January 13, 2017 at a cost of $205,375. There is no evidence of any payment to Global from Lane 6552 in that amount or on that date.”
"51. On February 3, 2017, OWC’s transfer agent, relying on the information provided by Friedland, removed the restrictive legend from Lane 6552’s stock."
Go OWCP !!
Exactly. Friedland was a slimy snake in the grass and is now in the hands of the SEC.
These slimy snakes surface even on the big boards from time to time.
OWCP will now blast off unencumbered... TO THE MOON !!!!!!
Seriously though, dollar land ahead. Lots of catalyst coming this year. Gonna be HUGE!
$$$$$ OWCP $$$$$
...tick tock :)
stockfan100, I know you mean well, but I think some of your posts are harmful to this stock.
Here is what a new investor sees:
"It seems no one buys OWCP"
"Fake News papers"
"Patent Joke"
"failed 9:30 on Monday"
It seems no one buys OWCP Fake News papers at Patent Joke Bar & Grill any more even after the title for the failed “9:30 on Monday- as I see it” was changed to “9:30ish on ANY Monday- as you wish”
On the OTC market aspect of it, I guess you might be right.
However, oil is literally one of the world's most-traded commodities, and is being discussed every single day, on every major stock news platform. Price per barrel futures is part of the equation for every sector in the trading world. Oil is a massively bigger topic than block-chain or marijuana. That's the basics of it.
Now PGAS in particular is way undervalued. The only thing I can think of is because it's in the OTC, but there's all kinds of OTC stocks across a broad spectrum that have no where near as fundamentally sound companies as PGAS.
it's weird how some stocks get overlooked.
$PGAS
Do you trade OWCP stock?
Yes I can.
Oh SNAP !
Did you miss this?
(u) “ Exempt Issuance ” means (i) shares of Common Stock, restricted stock units or standard options to purchase Common Stock issued to directors, officers, consultants or other service providers, employees of or to the Corporation for services rendered to the Corporation in their capacity as such pursuant to an Approved Stock Plan (as defined above), provided: (A) the exercise price of any such options is not lowered below $0.20 per share; (B) none of the terms or conditions of any such options are otherwise materially changed in any manner that materially adversely affects any of the Holders; (C) each such issuance is approved by a majority of disinterested members of the Board of Directors; and (D) issuances by the Corporation relying on this provision (i) may not collectively exceed 5,000,000 shares of Common Stock, restricted stock units or standard options to purchase Common Stock in any calendar year; (ii) shares of Common Stock issued upon the conversion or exercise of Convertible Securities or standard options to purchase Common Stock issued pursuant to an Approved Stock Plan that are covered by clause (i) above issued prior to the Subscription Date, provided that the conversion price of any such Convertible Securities or standard options to purchase Common Stock issued pursuant to an Approved Stock Plan that are covered by clause (i) above is not lowered (other than in accordance with the term thereof in effect as of the Subscription Date) from the exercise or conversion price in effect as of the Subscription Date (whether pursuant to the terms of such Convertible Securities or otherwise), none of such Convertible Securities or standard options to purchase Common Stock issued pursuant to an Approved Stock Plan that are covered by clause (i) above are amended to increase the number of shares issuable thereunder and none of the terms or conditions of any such Convertible Securities or standard options to purchase Common Stock issued pursuant to an Approved Stock Plan that are covered by clause