Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) On June 21, 2020, Zvi Riterband resigned as Chief Executive Officer of OWC
Pharmaceutical Research Corp. (the "Company").
(c) On June 21, 2020, the Company appointed Mr. Ziv Turner as Chief Executive
Officer of the Company.
Ziv Turner, age 48, co-founded the Company's wholly-owned Israeli subsidiary,
One World Cannabis Ltd in 2014 and served as its Chief Executive Officer until
April 2, 2017. In August 2018, Mr. Turner co-founded with partners Cannibble
FoodTech Ltd., a cannabis company that manufactures and sells innovative infused
edibles, and serves as its Vice President of Business Development. In 2017, Mr.
Turner co-founded KanaFem Ltd., a company focused on women's wellness and
finding medical solutions for menopause symptoms, and serves as its Chief
Executive Officer. In 2014, Mr. Turner co-founded Vocavu, a company focused on
Autonomous Speech to Text technologies, and served as its Chief Technology
Officer until end of 2019.
Mr. Turner, is a technology entrepreneur who focuses his time and efforts within
the Cannabis industry.
Mr. Turner will receive a base salary of $10,000 per month.
(d) On June 21, 2020, the Company's Board of Directors appointed Mr. Turner to
the Board of Directors.
Item 8.01 Other Events.
On April 6, 2020, Discover Growth Fund, LLC ("Discover"), a stockholder of the
Company and holder of the Company's shares of Series A Preferred Stock, filed a
Verified Complaint in the United States District Court Southern District of New
York (the "Court") alleging that the Company's filing of its Form 15 with the
Securities and Exchange Commission ("SEC") and its failure to file its Annual
Report on Form 10-K for fiscal 2019 (the "Form 10-K") with the SEC was in breach
of contract of the Securities Purchase Agreement and Registration Rights
Agreement between the parties (the "Complaint"). The Complaint directed the
Company to rescind the Form 15 and maintain its listing on the OTCQB
Marketplace, and to file all SEC filings when due, including the Form 10-K.
On April 7, 2020, Discover moved for a for a preliminary injunction and on April
29, 2020, the Court entered an order that the Company must promptly, and no
later than (i) May 18, 2020, engage auditors to audit the Company's Form 10-K,
and to review the Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2020 (the "10-Q") and subsequent quarterly reports; (ii) May 25, 2020,
provide the Company's auditors with drafts of its 2019 annual financial
statements, the 10-K, quarterly financial statements, first quarter 2020
financial information, and 10-Q; (iii) June 5, 2020, file with the SEC the 10-K
and the 10-Q, and a withdrawal of the Form, and thereafter timely continue to
file with the SEC all current and period reports and other filings required by
OTCQB and the SEC (the "Order").
Following negotiations between the parties, on June 23, 2020, the Company and
Discover filed with the Court a Stipulation Extending the Deadlines In the Order
as follows: the June 5, 2020 deadline was extended until July 31, 2020 and
Discover agreed not to take any action until July 31, 2020 seeking to hold the
Company in contempt or to enforce the Order, or to prosecute the related and
underlying claims if the Company (i) holds a special meeting of its stockholders
to vote on the approval of a reverse stock split of the Company's issued and
outstanding capital stock and authorizing the Company to increase its authorized
capital stock, by no later than July 21, 2020, and (ii) files or otherwise makes
publicly available the information required for the Form 10-K and Form 10-Q by
no later than July 28, 2020.
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