Replies to post #138769 on OWC Pharmaceutical Research Corp (OWCP)

[Monksdream]

It gets worse. The "direct investor" also has voting rights for all the common shares the preferred shares represent. Also, note that One World Cannabis must return a portion of that "direct investment" within 270 days.

The Registrant must redeem half the outstanding shares of Preferred Shares beginning 270 days after the closing of the Purchase Agreement in an amount equal to 110% of the Stated Value in cash or Common Stock upon the terms and conditions set forth in the Certificate of Designations. The Registrant must also redeem the Preferred Shares upon any Bankruptcy Triggering Event (as such term is defined in the Certificate of Designations) in an amount set forth in the Certificate of Designations. The Certificate of Designations provides for other redemption rights as well.



Holders of Preferred Shares and the holders of shares of Common Stock will vote on all matters requiring a vote of the shareholders of the Registrant as a single class. Subject to the terms and conditions set forth in the Certificate of Designations, each Holder will be entitled to the whole number of votes equal to the number of shares of Common Stock into which such holder’s Preferred Shares would be convertible using the record date for determining the stockholders of the Registrant eligible to vote on such matters as the date as of which the conversion price is calculated. Notwithstanding the foregoing, the holders of Preferred Shares will also be entitled to vote as a separate class on specific matters or upon the occurrence of certain events as governed by Delaware law.

[I-Glow]

First, the $5 million isn't guaranteed - you need to read the Equity Purchase Agreement - OWCP has to file a S-1 and the SEC has to deem it effective - that won't happen since there is a ongoing investigation.

OWCP has 60 days to file a S-1.

"use its commercially reasonable best efforts to prepare and file with the United States Securities and Exchange Commission within sixty (60) days a registration statement covering the shares of Common Stock underlying the Preferred Stock and the Warrants."

The OWCP has duped shareholders once again - you do understand that the registration statement will make the shares free trading immediately - the purchaser will dump the shares - since they are floorless they don't care what the price is at the time they convert and dump.

IG