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 4, 2015
OWC
PHARMACEUTICAL RESEARCH CORP.
(Exact Name of
Registrant as Specified in its Charter)
Commission File No.: 0-54856
| Delaware | 98-0573566 |
| (State of Incorporation) | (I.R.S. Employer Identification No.) |
| 22 Shacham Street. P.O.B. 8324 Petach Tikva, Israel | 4918103 |
| (Address of Principal Executive Offices) | (ZIP Code) |
Registrant's Telephone Number, including area code: 972-3-917-1921
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
¨ Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 3.02 Unregistered Sales of Equity Securities.
On the dates set forth in the table below, OWC Pharmaceutical Research Corp. (the "Registrant") issued and sold restricted units consisting of one shares of common stock and one warrant to purchase one share of common stock at $0.25 per shares until November 17, 2015. The units were sold in reliance upon the exemptions provided in Section 4(2) of the Securities Act of 1933, as amended (the "Act") and Regulation D or Regulation S promulgated by the Securities and Exchange under the Act.
| Name of Issuee | Date of Issuance | Bases for Issuance | Cash Consideration | Units Issued |
| Nissim Atias | 11/17/2014 | Subscription Agreement | $0.15 per share | 166,667 |
| Ido Glazer | 11/17/2014 | Subscription Agreement | $0.15 per share | 66,667 |
| Guy Abraham | 11/17/2014 | Subscription Agreement | $0.15 per share | 43,426 |
| Guy Elad | 11/17/2014 | Subscription Agreement | $0.15 per share | 61,666 |
| Sara Leibovitz | 11/17/2014 | Subscription Agreement | $0.15 per share | 66,667 |
| Shem Tov and Claudia Calvo | 11/17/2014 | Subscription Agreement | $0.15 per share | 1,030,000 |
| Michal and Rafi Farjun | 11/17/2014 | Subscription Agreement | $0.15 per share | 333,333 |
| Shay Kahlon | 11/17/2014 | Subscription Agreement | $0.15 per share | 43,859 |
| Moshe Ashkenazi | 11/17/2014 | Subscription Agreement | $0.15 per share | 350,877 |
| Total Units Issued | 2,163,162 |
| OWC Pharmaceutical Research Corp. | ||
| By: | /s/ Mordechai Bignitz | |
| Name: | Mordechai Bignitz | |
| Title: | Chief Executive Officer |
Date: March 4, 2015