OWC Pharmaceutical Research Corp (OWCP)

[Hole shot King]

it's done


Item 3.02 Sale of Unregistered Securities.



As previously reported by OWC Pharmaceutical Research Corp. (the “Company”), it sold to Discover Growth Fund (“Discover”) 500 shares of its new series of preferred stock designated as Series A Convertible Preferred Stock (the “Preferred Stock”), which were initially convertible into an aggregate of 25,000,000 shares of the Company’s common stock, par value $0.00001 per share (“Common Stock”), subject to adjustments. Since November 13, 2019 through February 20, 2020, the Company received notices of conversion from Discover to convert an aggregate of 19 shares of Preferred Stock, with a stated value of $10,000 per share, into an aggregate of 23,371,167 shares of Common Stock (the “Conversion”). On December 5, 2019, February 19, 2020 and February 20, 2020, the Company effected the Conversion and issued the investor an aggregate of 23,371,167 shares of Common Stock, which constitutes greater than 5% of the number of shares of common stock outstanding as of November 13, 2019, the date we filed our Quarterly Report on Form 10-Q for the period ended September 30, 2019 with the Securities and Exchange Commission.



These securities were not registered under the Securities Act of 1933, as amended (the “Securities Act”), but qualified for exemption under Section 4(a)(2) of the Securities Act. The securities were exempt from registration under Section 4(a)(2) of the Securities Act because the issuance of such securities by the Company did not involve a “public offering,” as defined in Section 4(a)(2) of the Securities Act, due to the insubstantial number of persons involved in the transaction, size of the offering, manner of the offering and number of securities offered. All of the securities were issued without registration under the Securities Act of 1933 in reliance upon the exemption provided in Section 4(a)(2).



Item 9.01. Exhibits


$OWCP


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