Item 3.03 Material Modification to Rights of Security Holders.
On December 23, 2019, OWC Pharmaceutical Research Corp., filed with the
Secretary of State of the State of Delaware a Certificate of Designation with
respect to its Series B Convertible Preferred Stock (the "Certificate of
Designation"). The Certificate of Designations designates 150,000 shares of its
authorized but previously undesignated shares of preferred stock as Series B
Convertible Preferred Stock, par value $0.00001 per share (the "Preferred
Stock"). Each share of the Preferred Stock is convertible at the option of the
holder or the Company into 1,000 shares of the Company's Common Stock, par value
$0.00001 per share (the "Common Stock"), provided that, at the time of
conversion there are a sufficient number of shares of authorized but unissued
shares of Common Stock that are not reserved for other purposes. With respect to
the payment of dividends, redemption rights and distributions and payments upon
liquidation, dissolution or winding up, the Preferred Stock will be equal in
rank to the Common Stock and junior in rank to the Company's Series A
Convertible Preferred Stock and all shares of preferred capital stock of the
Company that may be issued in the future, unless such preferred capital stock
issued in the future is expressly junior in rank to the Preferred Stock.
In connection with the previously disclosed settlement between the Company and
Ziv Turner, the former General Manager of the Company's subsidiary, One World
Cannabis Ltd, the Company will issue 43,675 Preferred Stock in satisfaction of
the Company's initial obligations under the settlement.
The foregoing summary of the Certificate of Designation is not complete and is
qualified in its entirety by reference to the Certificate of Designation, a copy
of which is attached hereto as Exhibit 3.1 and is incorporated herein by
reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On December 23, 2019, the Company filed the Certificate of Designation with the
Secretary of State of the State of Delaware, establishing the rights,
preferences, privileges, qualifications, restrictions and limitations of the
Series B Convertible Preferred Stock. The Certificate of Designation became
effective with the Secretary of State of the State of Delaware upon filing. A
copy of the Certificate of Designation is included as Exhibit 3.1 to this
Current Report on Form 8-K and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
(a) The Company's Special Meeting of Stockholders was held on December 20, 2019
(the "Meeting"). Stockholders voted on the matters set forth below.
(b) (1) A quorum was present at the Meeting in person or by proxy and the
holders of shares entitled to vote on the following matter were voted in
connection with the authorization of the Company's Board of Directors to effect
a reverse stock split of the Company's outstanding Common Stock, $0.00001 par
value per share, at any ratio up to 1-for-700, at such time as the Company's
Board of Directors shall determine, in its sole discretion, before December 31,
2020 ("Proposal No. 1").
The number of votes cast with respect to this matter was as follows:
Votes For Votes Against Abstentions % Votes For
103,710,603 118,497,713 1,639,343 46%
(2) The holders of shares entitled to vote on the following matter were voted in
connection with the approval of one or more adjournments to the Meeting, if
necessary or appropriate, to permit further solicitation of proxies if there are
not sufficient votes at the time of the Meeting cast in favor of Proposal No. 1.
The number of votes cast with respect to this matter was as follows:
Votes For Votes Against Abstentions % Votes For
94,173,188 119,457,718 4,216,753 43%
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Document
3.1 Certificate of Designation of Series B Convertible Preferred Stock
of OWC Pharmaceutical Research Corp.
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