Attached files
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| EX-99.1 - OWC Pharmaceutical Research Corp. | v165908_ex99-1.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): November 5, 2009
Dynamic
Applications Corp.
(Exact
name of registrant as specified in its charter)
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Delaware
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333-150652
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98-0573566
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(State
or other Jurisdiction of Incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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c/o
Beit Gibor Sport
7
Menachem Begin Street
Ramat
Gan, Israel
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52521
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: 011 (9723)
611-6262
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(Former
name or former address if changed since last
report.)
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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:
o Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
1.01 Entry into a Material Definitive Agreement.
Private
Placement Subscription Agreement
On August
6, 2009, Dynamic Applications Corp. (the "Company") entered into a private
placement subscription agreement, and on November 8, 2009, the Company entered
into an amendment to this agreement. Under the amendment, the Company
agreed to issue to each of Mr. Shlomo Palas, Mr. Samuel Keshet and Mr. Eliezer
Weinberg (collectively, the "Recipients") a total of 9,571,666 shares of the
common stock of the Company (instead of the original 7,178,750 shares), which
constitutes an aggregate total of 28,714,998 of such shares (instead of the
original 21,538,250 shares) (the "Share Issuances"). The Share
Issuances are subject to the prior finalization and approval of a stock plan
relating to the common stock under applicable Israeli law by the Company and/or
its Israeli subsidiary, which finalization and approval remains
pending. Mr. Weinberg is a director of and Messrs. Palas and Keshet
are employees of the Company's wholly-owned Israeli subsidiary.
The Share
Issuances were agreed to be accomplished by means of private placements of
common stock, which relied on applicable exemptions from registration under U.S.
securities laws.
Forward-Looking
Statements
This
report contains forward-looking statements within the meaning of the Securities
Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended,
regarding the Agreement and the Company’s plans, objectives, and intentions.
Words such as expects, anticipates, intends, plans, believes, seeks, estimates,
and similar expressions or variations of such words are intended to identify
forward-looking statements, but are not the exclusive means of identifying
forward-looking statements in this report.
Forward-looking
statements in this report include matters that involve known and unknown risks,
uncertainties, and other factors that may cause actual results, levels of
activity, performance or achievements to differ materially from results
expressed or implied by this report. Such risk factors include, among others:
uncertainties as to the timing of the matters covered by the agreement
referenced in this 8-K; costs related to the agreement; the success
of strategic plans, expectations and objectives for future operations of the
Company. Actual results may differ materially from those contained in the
forward-looking statements in this report. The Company undertakes no obligation
and do not intend to update these forward-looking statements to reflect events
or circumstances occurring after the date of this report. You are cautioned not
to place undue reliance on these forward-looking statements, which speak only as
of the date of this report. All forward-looking statements are qualified in
their entirety by this cautionary statement.
Item
3.02 Unregistered Sales of Equity Securities.
The
information required by this Item 3.02 is included under Item 1.01 of this
current report on Form 8-K.
Item
9.01. Financial Statements and Exhibits.
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(d)
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Exhibits
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99.1
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Amendment
to Private Placement Subscription Agreement dated November 5,
2009.
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SIGNATURE
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.
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DYNAMIC
APPLICATIONS CORP.
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By:
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/s/ Ori Goore | |
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Name:
Ori Goore
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Title:
Chief Executive Officer
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Date:
November 12, 2009