UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of Earliest Event Reported): March 30, 2020

 

OWC Pharmaceutical Research Corp.

(Exact Name of Issuer as Specified in Charter)

 

Delaware   000-54856   98-0573566

(State or Other Jurisdiction of

Incorporation or Organization)

  (Commission
File Number) 		 

(I.R.S. Employer
Identification Number)

 

2 Ben Gurion St., Ramat Gan

Israel 5257334

      4514760

(Address of Principal Executive Offices)

     

(Zip Code)

 

+972-72-260-8004

(Registrant’s Telephone Number, Including Area Code)

 

N/A

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

[  ] Written communications pursuant to Rule 425 under the Securities Act
[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol   Name of exchange on which registered

Common Stock

 

OWCP

  OTCPQB

 

 

 

 
 

 

Item 8.01. Other Events.

 

On March 30, 2020, the board of directors (the “Board”) of OWC Pharmaceutical Research Corp. (the “Company”), approved the deregistration of the Company’s common stock under Section 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the suspension of the Company’s reporting obligations under Section 13(a) and 15(d) of the Exchange Act (the “Deregistration”). The Company intends to file a Form 15 with the Securities and Exchange Commission (the “SEC”) on or about March 31, 2020 to effect the Deregistration. Upon the filing of the Form 15, the Company’s obligation to file periodic and current reports with the SEC, including Forms 10-K, 10-Q and 8-K, will be immediately suspended. In addition, effective March 31, 2020, the Company’s common stock will no longer be eligible for quotation on the OTC QB.

 

On March 31, 2020, the Company issued a press release announcing its intention to effect the Deregistration. A copy of the press release is attached hereto as Exhibit 99.1.

 

Item 9.01. Financial Information and Exhibits.

 

(d) Exhibits

 

  99.1 Press Release, dated March 31, 2020.

 

 
 

 

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.

 

Date: March 31, 2020

 

  OWC PHARMACEUTICAL RESEARCH CORP.
     
  By: /s/ Zvi Riterband
  Name: Zvi Riterband
  Title: Chief Executive Officer

 

 

 

 

EXHIBIT 99.1

 

NEWS FOR IMMEDIATE RELEASE

Contact: Zvi Riterband, CEO

Investor Relations

OWC Pharmaceutical Research Corp.

Phone: +972-72-260-8004

Email: info@owcpharma.com

 

OWC PHARMACEUTICAL RESEARCH ANNOUNCES INTENTION TO DEREGISTER ITS COMMON STOCK

 

RAMAT GAN, ISRAEL: March 31, 2020 — OWC Pharmaceutical Research Corp. (OTC QB: OWCP), an early stage medical cannabis research and development company that applies conventional pharmaceutical research protocols and disciplines to the field of medical cannabis with the objective of establishing a leadership position in the research and development of medical cannabis therapies, products and delivery technologies, today announced its intention to deregister its common stock, par value $0.0001, and suspend its reporting obligations under the Securities Exchange Act of 1934, as amended, effective March 31, 2020.

 

The company stated its belief that the deregistration, and the related suspension of reporting obligations, will serve to immediately reduce operating costs and will allow the Company to focus on protecting stockholder value during the global economic uncertainty in the foreseeable future. In connection with the deregistration, effective immediately following the filing of deregistration forms with the Securities and Exchange Commission, the Company’s common stock will no longer be eligible for quotation on the OTC QB Market.

 

Except for historical information, the matters discussed in this news release may be considered “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements include declarations regarding the current intent, belief or expectations of the Company and its management. Prospective investors are cautioned that any such forward-looking statements, including those regarding the ability to obtain new contracts, future value of the Company’s shares and future profitability involve a number of risks and uncertainties that could materially affect actual results. Such risks and uncertainties are identified in the Company’s reports and registration statements filed with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the year ended December 31, 2018 and subsequent Forms 10-Q. This press release, and all SEC filings, will be available also at www.owcpharma.com.