OWC Pharmaceutical Research Corp (OWCP)

[I-Glow]

No Landmines??? I hope you are kidding.

Zero revenue and the SGA was $821,181 - and of course it wasn't itemized.

"the Company engaged Newbridge. through LifeTech Capital, as exclusive placement agent for this Agreement, pursuant to which the Company paid Newbridge a cash fee of $375,000 and issued to them warrants to purchase 2.5 million shares of common stock at an exercise price of $0.20 per share. The Warrants shall contain customary terms, including provisions for “cashless” exercise, change of control, price based anti-dilution, and customary demand or piggyback registration rights. In addition, the Company is also obligated to pay Newbridge a warrants solicitation fee equal to 4% of the gross proceeds received by the Company upon cash exercise of any Warrants purchased by the Purchasers in connection with the Agreement.

The total cash direct and incremental issuance costs (including the cash fee related to the above placement agent) amounted to $406,000. In addition, the Company is evaluating with external appraiser the value of the Warrants issued in relation to this Agreement."

It seems that OWCP isn't being truthful - in the 8-K it states the conversion price is $0.20 is the highest price -

Conversion Price ” means, with respect to the Conversion Amount of each Preferred Share, as of any Conversion Date or other date of determination, an amount equal to the lower of: (i) $0.20; (ii) the Closing Price of the Common Stock on the Principal Market on the day prior to the Closing Date; or (iii) the VWAP of the Common Stock for the five (5) Trading Days prior to the Closing Date, subject to adjustment as provided herein.

You do understand if the SEC investigation has been completed - OWCP would file a 8-K to make a announcement as it is certainly a material event.

The Q didn't mention anything about patents as they don't own any.

IG