UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

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 28, 2020

OWC Pharmaceutical Research Corp.

(Exact Name of Registrant as Specified in its Charter)

Commission File No.: 0-54856

Registrant’s Telephone Number, including area code: 972 (0) 3-758-2657

Not Applicable

(Former name or former address, if changed since last report.)

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):

Securities registered pursuant to Section 12(b) of the Exchange Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company [  ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]

(a) On October 30, 2020, Mr. Shmuel De-Saban resigned from the Board of Directors of OWC Pharmaceutical Research Corp. (the “Company”).

(a) On October 28, 2020, the Company held the continuation of a special meeting of stockholders that was initially scheduled for August 31, 2020 and was sequentially adjourned to September 14, 2020, September 21, 2020 and October 28, 2020 (the “Meeting”) for stockholders to vote on the following proposals: (i) to authorize the Company’s Board of Directors to effect one reverse stock split of the Company’s outstanding Common Stock, $0.00001 par value per share, at any ratio between 1-for-10 and 1-for-20 at such time as the Company’s Board of Directors shall determine, in its sole discretion, before seven (7) days after the closing of the Meeting (“Proposal No. 1”); (ii) to amend the Company’s Certificate of Incorporation, as amended to increase the number of the Company’s authorized shares of Common Stock from 500,000,000 shares to 2,500,000,000 shares (“Proposal No. 2”); and (iii) to approve 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 Proposals No. 1 and/or No. 2 (“Proposal No. 3”).

As of August 4, 2020, (the “Record Date”) for the Meeting, there were 497,498,338 shares of the Company’s Common Stock issued and outstanding and entitled to vote with one vote per share on each proposal, 381 shares of the Company’s Series A Preferred Stock, which entitled the holders thereof to an aggregate of 24,825,167 votes and 43,675 shares of the Company’s Series B Preferred Stock issued and outstanding and were entitled to an aggregate of 43,675,000 votes.

(b)(1) A majority of the votes present or represented at the Meeting by 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 one reverse stock split of our outstanding Common Stock, $0.00001 par value per share, at any ratio between 1-for-10 and 1-for-20 at such time as our Board of Directors shall determine, in its sole discretion, before seven (7) days after the closing of the Meeting.

The vote results for Proposal 1 were as follows:

(2) A majority of the votes present or represented at the Meeting by the holders of shares entitled to vote on the following matter were voted in connection the approval of an amendment to the Company’s Certificate of Incorporation, as amended to increase the number of the Company’s authorized shares of Common Stock from 500,000,000 shares to 2,500,000,000 shares.

The vote results for Proposal 2 were as follows:

(3) A majority of the votes present or represented at the Meeting by the holders of shares entitled to vote on the following matter were voted in connection 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 Proposals No. 1 and/or No. 2; 

The vote results for Proposal 3, the only proposal that had an effect at the Meeting were as follows:

SIGNATURES

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.

Dated: November 2, 2020