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EX-10 - EXHIBIT 10.9 - OWC Pharmaceutical Research Corp. | exh10_9.htm |
EX-10 - EXHIBIT 10.10 - OWC Pharmaceutical Research Corp. | exh10_10.htm |
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): October 29, 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 (0) 3-758-2657
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 8.01 Other Events. On October 11, 2015 and October 27, 2015, respectively, OWC
Pharmaceutical Research Corp. (the "Registrant") entered into Memorandums of
Understanding ("MOUs") with Medmar LLC, organized under the laws of the
State of Maryland ("Medmar") and Medmar II, LLC, organized under the laws of
the States of Hawaii and Pennsylvania ("Medmar II"), respectively. Medmar
and Medmar II were organized for, among other purposes, securing licenses in
their respective jurisdictions for growing, extracting and dispensing
medical cannabis products under their applicable state laws that were
recently enacted. The MOUs are attached hereto as Exhibits 10.9 and 10.10,
respectively. Pursuant to the MOUs, which are substantially
identical, the Registrant will provide Medmar and Medmar II consulting
services in Maryland, on the one hand, and Hawaii and Pennsylvania, on the
other hand, based on the existing knowledge and regulatory expertise of the
Registrant's wholly-owned Israeli subsidiary, One World Cannabis Ltd ("OWC
") in the field of medical cannabis treatment, in patient care programs, and
in establishing training and consulting centers for medical staff and
patients, and assisting with the creation and implementation of regulations
governing the medical cannabis program. The MOUs provide for granting
licenses to use the intellectual property of OWC for the manufacture and use
of OWC Israel's medical cannabis prospective products for the treatment of
Multiple Myeloma, PTSD, Fibromyalgia and Acute Migraine. The MOUs are
expressly conditioned upon the execution of definitive agreements within 90
days of the dates of the respective MOUs, which definitive agreements will
provide for the payment to the Registrant of the following: (i)
pre-licensing fees; (ii) post-licensing fees; and (iii) royalties on net
sales of Medmar and Medmar II. The MOUs will terminate if the
parties fail to execute definitive agreements within 90 days of the date of
the respective MOUs. Item 9.01 Financial Statements and Exhibits. (a) The following documents are filed as exhibits to
this report on Form 8-K or incorporated by reference herein. Any document incorporated by
reference is identified by a parenthetical reference to the SEC filing that included such
document. Exhibit
No. Date: October 29, 2015
Description
10.9
Memorandum of Understanding
between the Registrant and Medmar LLC dated October 11, 2015, filed
herewith.
10.10
Memorandum of Understanding
between the Registrant and Medmar II LLC dated October 27, 2015, filed
herewith.
OWC Pharmaceutical
Research Corp.
By:
/s/ Mordechai
Bignitz
Name:
Mordechai Bignitz
Title:
Chief Executive
Officer