10-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

Amendment No. 1

(Mark One)

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2018

OR

[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO

Commission File Number 001-54856

OWC Pharmaceutical Research Corp.

(Exact name of Registrant as specified in its Charter)

Delaware	98-0573566
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

2 Ben Gurion st, Ramat Gan, Israel	5257334
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: +972-72-260-8004

Securities registered pursuant to Section 12(b) of the Act: None.

Title of Each Class Name of Each Exchange on Which Registered

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

Common Stock, $0.0001 par value

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES [  ] NO [X]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. YES [  ] NO [X]

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES [X] NO [  ]

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES [X] NO [  ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [  ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	[  ]	Accelerated filer	[  ]
Non-accelerated filer	[X]	Smaller reporting company	[X]
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. [  ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES [  ] NO [X]

The aggregate market value of common stock held by non-affiliates of the registrant as of June 29, 2018, the last business day of the registrant’s most recently completed second quarter, was $34 million, computed based on the closing price of $0.233 per share on June 29, 2018.

As of April 1, 2019 there were 176,564,957 shares of the registrant’s common stock, par value $0.001 per share, outstanding.

EXPLANATORY NOTE

This Amendment No. 1 on Form 10-K/A, or the Amendment, amends OWC Pharmaceutical Research Corp.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018, originally filed on April 1, 2019, or the Original Filing. The purpose of this Amendment is to include remaining information required by Part III of the Annual Report on Form 10-K. In addition, this Amendment amends Item 15 of Part IV of the Original Filing to update the exhibit list.

Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, or the Exchange Act, this Amendment also contains new certifications of the Company’s Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Because no financial statements are included in this Amendment and this Amendment does not contain or amend any disclosure with respect to Items 307 or 308 of Regulation S-K promulgated by the SEC under the Exchange Act, paragraphs 3, 4 and 5 of the Section 302 certifications have been omitted. In addition, because no financial statements are included in this Amendment, new certifications of the Company’s Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 are not required to be included with this Amendment.

Except as described above, no other changes have been made to the Original Filing. The Original Filing continues to speak as of the dates described in the Original Filing, and we have not updated the disclosures contained therein to reflect any events that occurred subsequent to such dates. Accordingly, this Amendment should be read in conjunction with the Company’s filings made with the Securities and Exchange Commission, or the SEC, subsequent to the filing of the Original Filing, as information in such filings may update or supersede certain information contained in this Amendment. In this Amendment, unless the context indicates otherwise, the terms “Company,” “OWC,” “we,” “us,” and “our” refer to OWC Pharmaceutical Research Corp., a Delaware corporation, and its consolidated subsidiary, One World Cannabis Ltd., a company organized under the laws of Israel.

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Amendment contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Exchange Act that involve substantial risks and uncertainties. In some cases, forward-looking statements are identified by the words “believe,” “continue,” “estimate,” “expect,” “future,” “intend,” “likely,” “may,” “ongoing,” “objective,” “plan,” “potential,” “project,” “should,” “strategy,” “will” and “would” or the negative of these terms, or other comparable terminology intended to identify statements about the future. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from the information expressed or implied by these forward-looking statements. Although we believe that we have a reasonable basis for each forward-looking statement contained in this Amendment, such statements are based on a combination of facts and factors currently known by us and our expectations of the future, about which we cannot be certain. Forward-looking statements include , among other things, statements about our ability to continue as a going concern; our ability to generate revenue or achieve profitability, our ability to obtain additional financing on acceptable terms or at all, our ability obtain insurance coverage, our dependence on the success of cannabinoid technology, legal and regulatory developments in the United States and foreign countries, the success and timing of our preclinical and clinical trials, our ability to secure Israeli licenses to use cannabis for medical research, the rate and degree of market acceptance of cannabis-based medical products, our dependence on third parties, our ability to protect and defend against litigation and our ability to attract and retain key personnel. You should refer to the “Risk Factors” section in the Original Filing and in our other filings with the Securities and Exchange Commission for a discussion of important factors that may cause our actual results to differ materially from those expressed or implied by our forward-looking statements. As a result of these factors, we cannot assure you that the forward-looking statements in this Amendment will prove to be accurate. Furthermore, if our forward-looking statements prove to be inaccurate, the inaccuracy may be material. In light of the significant uncertainties in these forward-looking statements, these statements should not be regarded as representations or warranties by us or any other person that we will achieve our objectives and plans in any specified time frame, or at all. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

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TABLE OF CONTENTS

Item	Description	Page
PART III
ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	5
ITEM 11.	EXECUTIVE COMPENSATION	8
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	12
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTORS INDEPENDENCE	12
ITEM 14.	PRINCIPAL ACCOUNTING FEES AND SERVICES	13
PART IV
ITEM 15.	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES	14

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PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The table below contains information regarding our current directors and executive officers as of April 30, 2019:

Name	Age	Position
Non-Employee Directors
Dr. Stanley Hirsch	62	Chairman of the Board and Director
Executive Officers
Mordechai Bignitz	68	Chief Executive Officer and Director
Sigal Russo	41	Chief Financial Officer
Dr. Yehuda Baruch	62	Chief Medical and Regulatory Affairs Officer of One World Cannabis Ltd.
Alon Sinai	52	Chief Operating Officer of One World Cannabis Ltd.
Dr. Oron Yacoby Zeevi	58	Chief Scientific Officer of One World Cannabis Ltd.

Non-Employee Director

Dr. Stanley Hirsch, Chairman of the Board and Director: Dr. Hirsch was appointed as Chairman of the Board on July 24, 2017. He has extensive executive and board level experience for more than the past 25 years in private and publicly listed companies in biopharmaceutical and agricultural biotech industries, among others, including direct experience in raising capital and leading M&A activity together with multi-cultural management skills, having managed companies in Israel, Brazil, UK, China and the United States. From May 2016 to the present, Dr. Hirsch has served as Chairman of the Board of Directors of Foamix Pharmaceuticals Ltd. (NASDAQ: FOMX), an Israeli-based clinical-stage specialty pharmaceutical company in late-stage clinical development and commercializing two proprietary products for the treatment of acne, rosacea and other skin conditions. Foamix collaborates with leading global pharmaceutical companies in the creation and commercialization of its advanced skin treatment products. From August 2007 to the present, Dr. Hirsch has served as Group CEO of FuturaGene Limited and its predecessor company, FuturaGene Plc, which was listed on the AIM-London Stock Exchange, prior to acquisition by Suzano Pulp and Paper of Brazil (SUZB, BOVESPA, Sao Paulo) in July 2010. FuturaGene Limited is a world leader in the development of environmentally friendly solutions that improve and protect crop yields, engaged in the development and delivery of sustainable genetic solutions for global forestry, biopower, biofuels, and agricultural markets. Dr. Hirsch’s educational experience includes a D.Phil in Cell Biology and Immunology from Oxford University, UK, in 1982, a B.Sc. degree with honors in Medical Biochemistry from the University of Capetown, South Africa in 1979, among other academic honors and awards from Oxford University and University of Capetown. Dr. Hirsch was selected to serve as our Chairman of the Board and a Director because he has extensive leadership experience with other major corporations.

Executive Officers

Mordechai Bignitz, Chief Executive Officer and Director: Mr. Bignitz was appointed Chief Executive Officer in July 2014 and to the Board of Directors and Chairman in September 2014. He resigned as Chairman with the appointment of Dr. Stanley Hirsch as Chairman on July 24, 2017. He has over 30 years of experience in investment banking specializing in all aspects of the planning, negotiation and execution of both domestic and international transactions. He also has extensive experience in investment management, financial systems, accounting and taxation. From 2006 to 2015 and from 2017 Mr. Bignitz served as the chairman of the investment committee of Migdal Capital Trust Ltd. From 2009 to 2011 Mr. Bignitz served as the chief executive officer of Gefen Energies Ltd., a private Israeli Company. During the past five years, he has served as a director of the following public companies: Arad Investment & Industrial Development Ltd since February 2014, traded on the Tel-Aviv Stock Exchange (“TASE”); Globe Exploration Limited Partnership since July 2013, traded on the TASE; Ellomay Capital Limited since 2011, engaged in investments in energy and infrastructures and traded on the NASDAQ and TASE; Israel Financial Levers Ltd, since 2007 to 2016, engaged in the real estate business and traded on the TASE; and Ablon Group Ltd from 2010 to 2013, engaged in the real estate business and traded on the London Stock Exchange. Mr. Bignitz holds a B.A. degree in Economics and Accounting from the Tel Aviv University, Israel in 1982 and received his degree as a Certified Public Accountant in Israel in 1984. The Company believes that Mr. Bignitz’s many years of experience as a senior executive officer and director of several successful public companies in a variety in industries, all of which have had greater resources and operating history than the Company, renders him qualified to serve on the Board of Directors.

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Sigal Russo, Chief Financial Officer: Ms. Russo is a Certified Public Accountant licensed in Israel. Most recently, from September 2008 to June 2018, Ms. Russo served as Senior Director of Finance of Rosetta Genomics Ltd. (NASDAQ: ROSG), a molecular diagnostics company, where she was responsible for all aspects of Rosetta Genomics’ finances, and reported to the chief financial officer. Ms. Russo served in various roles at Rosetta Genomics since 2008. Prior to her tenure at Rosetta Genomics, Ms. Russo was an audit manager at Ernst & Young in Israel, specializing in audits of companies from various fields, both publicly traded and privately owned American and Israeli entities, from 2004 to 2008. Ms. Russo holds a BA in Economics and Accounting, from the Ruppin Academic College.

Dr. Oron Yacoby Zeevi, Chief Scientific Officer of One World Cannabis Ltd.: Dr. Yacoby Zeevi has served as our Chief Scientific Officer since February 2018 and has more than 20 years of extensive scientific experience with both private and publicly listed companies in the biopharmaceutical industry. In 2008, Dr. Yacoby Zeevi joined Neuroderm Ltd (Nasdaq: NDRM), a clinical-stage pharmaceutical company developing next-generation treatments for central nervous system (CNS) disorders as the Vice President of Research and Development. From October 2016 until her recent departure in January 2018, she served as Chief Scientific Officer of Neuroderm, which was sold to Mitsubishi Tanabe Pharma for US $1.1 billion in July 2017. Dr. Yacoby Zeevi, is the inventor of over 50 issued patents and patents pending. Her expertise lies in industry-oriented innovation and scientific research, accelerating and orchestrating the evolution of new ideas through R&D PoC, IP, CMC, early efficacy and safety trials, regulatory affairs and market landscape mapping in fields of unmet medical needs, towards development of commercially viable pharmaceutical or agricultural products. Dr. Yacobi Zeevi earned her Ph.D. in micro biology and immunology from the Ben Gurion University of Be’er Sheva, Israel and also holds a degree of Doctor in Veterinary Medicine from the Hebrew University of Jerusalem.

Alon Sinai, Chief Operating Officer of One World Cannabis Ltd.: Mr. Sinai has served with our subsidiary since July 1, 2014 and has served as our Chief Operating Officer since then. He serves as our liaison with the major Israeli medical institutions in negotiating our collaboration agreements. He is a retired Lieutenant-Colonel who served in the Medical Corps of IDF from 1987 to 2013. Mr. Sinai successfully completed the NATO School Oberammergau Program, NATO’s individual training and education facility at the operational level. Mr. Sinai recently served as Head of the Doctrine, Instruction and Training Department of the IDF, where he was responsible for commanding and developing emergency medical facilities, writing professional doctrine and literature for the IDF Medical Corps and working with foreign militaries. Mr. Sinai is currently pursuing his Ph.D. in Health Systems Management at Ben-Gurion University of the Negev, where he previously earned an MA in Health Systems Management and a B.EMS in Emergency Medicine.

Dr. Yehuda Baruch, Chief Medical Officer and Regulatory Affairs Officer of One World Cannabis Ltd.: Dr. Baruch has been employed with our subsidiary since January 2015 and has served as our Chief Medical Officer and Regulatory Affairs Officer since then. Dr. Baruch served as Head of the Israeli Ministry of Health’s Medical Marijuana Program from 2001 through 2012, directing its efforts on regulation, chaired the indication committee, secured Helsinki Approvals for medical research, and managed regulation of patient licensing and dosage. Dr. Baruch has extensive experience in researching medical cannabis, most notably for its effect on PTSD. From 2004 until December 2014, Dr. Baruch also served as CEO of Abarbanel Mental Health Center in Bat Yam, Israel, prior to which, he was the director of Israel’s Ministry of Health medical management division, and director general of Be’er Yakov Mental Health Center. He has taught at Ben-Gurion University of the Negev and Tel Aviv University’s Sackler School of Medicine. As Colonel in the Israeli Defense Force’s Medical Corps, Dr. Baruch was the director of the Israeli field hospital in India following the 2001 earthquake and was the director of the joint USA-Israel Mental Health Team operation in Sri Lanka following the 2004 tsunami. Dr. Baruch was the director of the Health Administration Division in the Israel Ministry of Health for five years from 1999 to 2004 and for the past 10 years has been the director of Abarbanel Mental Health Center and lecturer at Ben Gurion and Bar Ilan Universities. Dr. Yehuda Baruch has a MD and MHA both from Tel Aviv University.

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Committees of our Board of Directors

Audit Committee and Financial Expert

The audit committee of our Board of Directors was established by our Board of Directors in accordance with Section 3(a)(58)(A) of the Exchange Act to oversee our corporate accounting and financial reporting processes and audits of our financial statements. Our audit committee is currently composed of Mr. Stanley Hirsch, who serves as chairman. None of the members of our audit committee satisfy the current independence standards promulgated by the Securities and Exchange Commission and by The Nasdaq Stock Market, as such standards apply specifically to members of audit committees. Our Board of Directors has also determined that Mr. Mordechai Bignitz qualifies as an “audit committee financial expert,” as the Securities and Exchange Commission has defined that term in Item 407 of Regulation S-K. A copy of the audit committee’s written charter is publicly available on our website at www.owcpharma.com.

Family Relationships

There are no family relationships between any of our directors and our executive officers.

Board Leadership Structure

The Board of Directors has responsibility for establishing broad corporate policies and reviewing our overall performance rather than day-to-day operations. The primary responsibility of our Board of Directors is to oversee the management of our company and, in doing so, serve the best interests of the company and our stockholders. The Board of Directors selects, evaluates and provides for the succession of executive officers and, subject to stockholder election, directors. It reviews and approves corporate objectives and strategies, and evaluates significant policies and proposed major commitments of corporate resources. Our Board of Directors also participates in decisions that have a potential major economic impact on our company. Management keeps the directors informed of company activity through regular communication, including written reports and presentations at Board of Directors and committee meetings.

Although we have not adopted a formal policy on whether the Chairman and Chief Executive Officer positions should be separate or combined, we have determined that it is in the best interest of the Company and its shareholders to separate these roles. Mr. Bignitz’s served as a both the Chairman of our Board of Directors and our Chief Executive Officer until July 24, 2017. Dr. Stanley Hirsch was appointed as Chairman of the Board on July 24, 2017. He has extensive executive and board level experience for more than the past 25 years in private and publicly listed companies in biopharmaceutical and agricultural biotech industries, among others, including direct experience in raising capital and leading M&A activity together with multi-cultural management skills, having managed companies in Israel, Brazil, UK, China and the United States.

Our Board of Director’s Role in Risk Oversight

The Board assesses on an ongoing basis the risks faced by the Company. These risks include financial, technological, competitive, and operational risks. In addition, effective October 31, 2017, we established an audit committee, which consists of Messrs. Bignitz and Hirsch.

Director Independence

Mr. Hirsch is an independent director and Mr. Bignitz is not “independent” as such term is defined by the applicable listing standards of The Nasdaq Stock Market LLC.

Code of Ethics

On April 15, 2019 we adopted a code of ethics that applies to our directors, officers, and employees, including our principal executive officer, principal financial officer, principal accounting officer, or persons performing similar functions. If we make any substantive amendments to, or grant any waivers from, the code of business conduct and ethics for any officer or director, we will disclose the nature of such amendment or waiver on our website or in a current report on Form 8-K.

Section 16(a) Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our Directors and named Executive Officers, and anyone who beneficially owns ten percent (10%) or more of our Common Stock, to file with the SEC initial reports of beneficial ownership and reports of changes in beneficial ownership of Common Stock. Persons required to file such reports also need to provide us with copies of all Section 16(a) forms they file.

Our records reflect that all reports which were required to be filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, as amended, were filed on a timely basis, except that one report, covering one transaction, was not filed by Ms. Hannah Feuer, a former director, and a Form 3 has was not filed by Dr. Oron Yacoby Zeevi.

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ITEM 11. EXECUTIVE COMPENSATION

The following table contains information concerning the compensation paid during each of the two years ended December 31, 2018 and 2017 to our principal executive officer for the year ended December 31, 2018, and our two other most highly compensated executive officers for the year ended December 31, 2018 (the “Named Executive Officers”).

Name and Principal Position	Year	Salary		Stock Awards		Option Awards(1)		All Other Compensation			Total
Mordechai Bignitz, CEO and Director	2018	$	117,000		-	$	-	$	1,000	(2)	$	118,000
	2017	$	63,000		-	$	-		-		$	63,000
Yossi Dagan, Former Chief Financial Officer	2018	$	104,000		-	$	-	$	34,000	(3)	$	138,000
	2017	$	48,000		-	$	510,000	$	3,000	(4)	$	561,000
Dr. Yehuda Baruch, Chief Medical Officer	2018	$	91,000		-	$	-	$	21,000	(5)	$	112,000
and Regulatory Affairs Officer	2017	$	68,000		-	$	-	$	16,000	(6)	$	84,000
Alon Sinai, Chief Operating Officer	2018	$	89,000		-	$	-	$	5,000	(7)	$	93,000
	2017	$	63,000		-	$	-		-		$	63,000

(1)	Amounts shown in this column consist of the aggregate grant date fair value of stock awards or options to purchase common stock that were granted during the applicable fiscal year, computed in accordance with FASB ASC Topic 718, “Stock Compensation”. Our methodology, including our underlying estimates and assumptions used in calculating these values, is set forth in “Notes 2L and 5F (2)” to our Financial Statements, included in our Annual Report on Form 10-K for the year ended December 31, 2018.
(2)	All Other Compensation reported for Mr. Bignitz for 2018 represents a pension benefit expense of $1,000, paid by the company.
(3)	All Other Compensation reported for Mr. Dagan for 2018 represents an advanced education fund of $7,000, pension benefit expense of $13,000 and bonus of $14,000, paid by the company.
(4)	All Other Compensation reported for Mr. Dagan for 2017 represents an advanced education fund of $1,000, pension benefit expense of $2,000, paid by the company.
(5)	All Other Compensation reported for Mr. Baruch for 2018 represents a pension benefit expense of $11,000 and a car lease expense of $10,000, paid by the company.
(6)	All Other Compensation reported for Mr. Baruch for 2017 a pension benefit expense of $8,000 and a car lease expense of $8,000, paid by the company.
(7)	All Other Compensation reported for Mr. Sinai for 2018 represents a pension benefit expense of $5,000, paid by the company.

Narrative Disclosure to Summary Compensation Table

Mordechai Bignitz

On July 15, 2014, we entered into a service agreement with Mr. Bignitz pursuant to which Mr. Bignitz agreed to serve as our Chief Executive Officer. In 2016, Mr. Bignitz’ compensation was approximately $3,000 per month. On June 1, 2017 Mr. Bignitz’s compensation was increased to approximately $7,000 per month. Mr. Bignitz’s compensation was increased to approximately $11,000 on May 21, 2018. On August 1, 2018, our board of directors approved changes to Mr. Bignitz’s compensation arrangement, in which his salary was decreased to approximately $11,000 per month, and he became entitled to certain pension benefits under Israeli law that amounted to approximately $1,000 in 2018. In addition, On December 15, 2016, the Company granted Mr. Bignitz options to purchase 10,000,000 shares of our common stock at an exercise price of $0.05 per share. The options vested 1/3 on the grant date, and 2/3 on a quarterly basis from the grant date for a period of two years. Mr. Bignitz is entitled to a 60-day early notice period upon termination of his employment agreement.

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Dr. Yehuda Baruch

Dr. Baruch was appointed Chief Science Officer on November 2, 2016 and effective February 18, 2018 was appointed as Chief Medical and Regulatory Affairs Officer. Prior to his appointment, Dr. Baruch served as Director of Research and Regulatory Affairs since July 15, 2014. In 2016, Dr. Baruch’s compensation was initially determined to be approximately $3,000 per month. On June 1, 2017, Dr. Baruch’s compensation was increased to approximately $7,000 per month. Dr. Baruch is entitled to certain pension benefits under Israeli law that amounted to approximately $11,000 in 2018. In addition, we paid costs of $10,000 in 2018, for Dr. Baruch’s use of an automobile. On December 15, 2016, the Company granted Dr. Baruch options to purchase 7,000,000 shares of our common stock at an exercise price of $0.05 per share. The options vested 1/3 on the grant date, and 2/3 on a quarterly basis from the grant date for a period of two years. Dr. Baruch is entitled to a 60-day early notice period upon termination of his employment agreement.

Alon Sinai

Mr. Sinai was appointed Chief Operating Officer on July 1, 2014. In 2016, Mr. Sinai’s compensation was determined to be approximately $3,000 per month. On June 1, 2017 Mr. Sinai’s compensation was increased to approximately $7,000 per month. On February 1, 2018 Mr. Sinai signed an employment agreement with the company, with a salary of approximately $7,000 per month. Mr. Sinai is entitled to certain pension benefits under Israeli law that amounted to approximately $5,000 in 2018. In addition, On December 15, 2016, the Company granted Mr. Sinai options to purchase 7,000,000 shares of our common stock at an exercise price of $0.05 per share. The options vested 1/3 on the grant date, and 2/3 on a quarterly basis from the grant date for a period of two years. Mr. Sinai is entitled to a 30-day period upon termination of his agreement.

Yossi Dagan

On June 24, 2017 we entered into an employment agreement with Yossi Dagan to serve as our Chief Financial Officer. Mr. Dagan was entitled to a monthly gross base salary of approximately $7,000 and social benefits including (i) certain pension benefits under Israeli law that amounted to approximately $14,000 in 2018 and $2,000 in 2017, (ii) advanced study fund that amounted to $7,000 in 2018 and $1,000 in 2017. In addition, Mr. Dagan was entitled to expense reimbursement of approximately $100 per month and cellular phone expense reimbursement. On April 1, 2018, Mr. Dagan’s scope of employment was decreased from full time shift to 60%. On July 1, 2018, Mr. Dagan’s compensation was increased to approximately $8,000 per month. On May 25, 2018 Mr. Dagan received a one- time bonus in the amount of $13,000. Mr. Dagan has been granted options to purchase 1,500,000 shares of our common stock at an exercise price of $0.05 per share. The options vested 1/3 on the first anniversary and the remaining 2/3 on a quarterly basis. Upon continuance of Mr. Dagan’s employment, all options should become fully vested by the second anniversary of the commencement date. Mr. Dagan is entitled to a 90-day early notice period upon termination of the employment agreement. On February 1, 2019, Mr. Dagan resigned from his role as our Chief Financial Officer.

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Outstanding Equity Awards at Fiscal Year-End

The following table shows all outstanding grants of stock options as of December 31, 2018 to each of the executive officers named in the Summary Compensation Table. There were no grants of unvested stock awards outstanding as of December 31, 2018. Exercise prices shown are rounded to the nearest whole cent.

	Option Awards
Name	Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable		Option Exercise Price ($)		Option Expiration Date
Mordechai Bignitz(1)		10,000,000		-		0.05		December 14, 2026
Yehuda Baruch(2)		7,000,000		-		0.05		December 14, 2026
Alon Sinai(3)		7,000,000		-		0.05		December 14, 2026
Yossi Dagan(4)		625,000		875,000		0.05		May 1, 2019

(1)	Mr. Bignitz was awarded an option to purchase 10,000,000 shares of common stock on December 15, 2016. The options vested 1/3 on the grant date, and 2/3 on a quarterly basis from the grant date for a period of two years, provided that at the relevant vesting dates the executive continues his service to the Company.
(2)	Dr. Baruch was awarded an option to purchase 7,000,000 shares of common stock on December 15, 2016. The options vested 1/3 on the grant date, and 2/3 on a quarterly basis from the grant date for a period of two years, provided that at the relevant vesting dates the executive continues his service to the Company.
(3)	Mr. Sinai was awarded an option to purchase 7,000,000 shares of common stock on December 15, 2016. The options vested 1/3 on the grant date, and 2/3 on a quarterly basis from the grant date for a period of two years, provided that at the relevant vesting dates the executive continues his service to the Company.
(4)	Mr. Dagan was awarded an option to purchase 1,500,000 shares of common stock on August 1, 2017. The options vested 1/3 on the first anniversary, and 2/3 on a quarterly basis from the grant date for a period of two years, provided that at the relevant vesting dates the executive continues his service to the Company. On February 1, 2019, Mr. Dagan resigned from his role as our Chief Financial Officer.

Option Exercises and Stock Vested in 2018

There were not any exercises of options to purchase our common stock or vesting of stock awards held by each executive officer named in the Summary Compensation Table during the fiscal year ended December 31, 2018.

Potential Payments upon Termination or resignation of employment or Change in Control

Mordechai Bignitz

Upon Termination or resignation of employment, Mr. Bignitz will be entitled to get paid for his accrued vacation days, in an amount of $1,000. Mr. Bignitz is not entitled to any compensation upon a change in control of the Company.

Dr. Yehuda Baruch

Upon Termination or resignation of employment, Dr. Baruch will be entitled to get paid for his accrued vacation days, in an amount of $21,000. Dr. Baruch is not entitled to any compensation upon a change in control of the Company.

Alon Sinai

Upon Termination or resignation of employment, Mr. Sinai will be entitled to get paid for his accrued vacation days, in an amount of $7,000. Mr. Sinai is not entitled to any compensation upon a change in control of the Company.

Yossi Dagan

Upon his resignation, Mr. Dagan, was paid $12,000 for his accrued vacation days.

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Director Compensation

The following table shows the total compensation paid or accrued during the fiscal year ended December 31, 2018 to each of our non-employee directors. Directors who are employed by us are not compensated for their service on our Board of Directors.

Name	Fees Earned or Paid in Cash		Stock Awards		Option Awards (1)		All Other Compensation		Total
Dr. Stanley Hirsch (2)	$	83,000		-	$	-		-	$	83,000
Ms. Hannah Feuer (3)	$	8,000		-	$	63,000		-	$	8,000

(1)	These amounts represent the aggregate grant date fair value of options granted to each director in 2018 computed in accordance with FASB ASC Topic 718. A discussion of the assumptions used in determining grant date fair value may be found in Note 2L and 5f (2) to our Financial Statements, included in our Annual Report on Form 10-K for the year ended 2018.
(2)	On July 24, 2017, we entered into a consulting agreement with Dr. Stanley Hirsch, our Chairman of the Board. Pursuant to his consulting agreement, Mr. Hirsch is entitled to a monthly payment of approximately $7,000. In addition, on July 24, 2017, Mr. Hirsch was granted options to purchase 1,500,000 shares of our common stock at an exercise price of $0.05 per share, which options vested 1/3 on the grant date, 1/3 on the first anniversary and the remaining 2/3 on a quarterly basis (8.33% per quarter). Dr. Hirsch is entitled to an early notice of 60 days upon termination of the consulting agreement.
(3)	On October 31, 2017, Ms. Hannah Feuer was appointed to serve as our audit committee Chairperson. Ms. Feuer was entitled to a compensation of $950 for attendance at meetings of our Board of Directors; (ii) $560 for telephonic participation at meetings of our Board of Directors; (iii) $470 for execution of resolutions of our Board of Directors. In addition, on February 12, 2018, Ms. Feuer was granted options to purchase 150,000 shares of our common stock at an exercise price of $0.05 per share. The options vested 1/3 on the first anniversary and the remaining 2/3 on a quarterly basis. On August 20, 2018, Ms. Feuer resigned from her position and all the stock options have therefore been forfeited and no expense was recognized.

Equity Compensation Plan Information

As of December 31, 2018, we had one equity compensation plan in place under which shares of our common stock were authorized for issuance:

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights		Weighted average exercise price of outstanding options, warrants and rights		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
	(a)		(b)		(c)
Equity compensation plans approved by security holders(1)		27,250,000	$	0.05		8,456,094
Equity compensation plans not approved by security holders		-		-		-
Total		27,250,000	$	0.05		8,456,094

(1) Consists of the 2016 Amended and Restated Employees Share Option Plan

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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The table below provides information regarding the beneficial ownership of the common stock as of April 15, 2019, of (1) each person or entity known to us who owns beneficially 5% or more of the shares of our outstanding common stock, (2) each of our directors, (3) each of the Named Executive Officers, and (4) all of our current directors and officers as a group. Applicable percentages are based on 187,020,957 shares outstanding on April 15, 2019, adjusted as required by rules promulgated by the SEC. Beneficial ownership is determined under SEC rules and includes sole or shared power to vote or dispose of shares of our common stock. The number and percentage of shares beneficially owned by a person or entity also include shares of common stock subject to stock options that are currently exercisable or become exercisable within 60 days of April 15, 2019. However, these shares are not deemed to be outstanding for the purpose of computing the percentage of shares beneficially owned of any other person or entity. Except as indicated in footnotes to the table below or, where applicable, to the extent authority is shared by spouses under community property laws, the beneficial owners named in the table have, to our knowledge, sole voting and dispositive power with respect to all shares of common stock shown to be beneficially owned by them based on information provided to us by such stockholders Unless otherwise indicated below, the address for each beneficial owner listed is c/o OWC Pharmaceutical Research Corp., at 2 Ben Gurion Street, P.O. Box 73, Ramat Gan, 5257334, Israel.

	Shares Beneficially Owned
	Number		Percent
Name and Address of Beneficial Owner**
Directors and Named Executive Officers:
Mordechai Bignitz(2)		10,000,000		5.1	%
Dr. Stanley Hirsch(3)		1,250,000		*
Alon Sinai(4)		7,000,000		3.6	%
Dr. Yehuda Baruch(5)		9,120,000		4.7	%
Yossi Dagan(6)		750,000		*
All directors and current executive officers as a group (7 persons)(7)		28,620,000		13.48	%

* Less than one percent

(1) Includes shares of common stock that may be acquired upon exercise of options, warrants and other rights exercisable within 60 days of April 15, 2019.

(2) Consists of 10,000,000 shares of our common stock issuable upon the exercise of options to purchase our common stock within 60 days of April 15, 2019.

(3) Consists of 1,250,000 shares of our common stock issuable upon the exercise of options to purchase our common stock within 60 days of April 15, 2019.

(4) Consists of 7,000,000 shares of our common stock issuable upon the exercise of options to purchase our common stock within 60 days of April 15, 2019.

(5) Includes 2,120,000 shares of our common stock, 7,000,000 shares of our common stock issuable upon the exercise of options to purchase our common stock within 60 days of April 15, 2019.

(6) Consist of 750,000 shares of our common stock issuable upon the exercise of options to purchase our common stock within 60 days of April 15, 2019.

(7) See footnotes (2) to (5).

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTORS INDEPENDENCE

Other than the compensation paid to our executive officers or as disclosed below, since January 1, 2017, there have been no transactions, or proposed transactions, which have materially affected or will materially affect us in which any director, executive officer of the Company or executive officer of our subsidiary, or beneficial holder of more than 5% of the outstanding common stock, or any of their respective relatives, spouses, associates or affiliates, has had or will have any direct or material indirect interest. We have no policy regarding entering into transactions with affiliated parties.

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ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

Current Independent Registered Public Accounting Firm Fees

The following table presents fees for professional audit services rendered by Fahn Kanne & Co Grant Thornton Israel for the audit of the Company’s annual financial statements for the years ended December 31, 2018 and 2017 and fees billed for other services rendered by Fahn Kanne during those periods.

	Year Ended		Year Ended
	December 31, 2018		December 31, 2017
Audit Fees (1)	$	55,000	$	16,649
Audit Related Fees (2)		-		-
Tax Fees (3)		-		-
All Other Fees (4)		58,320		-
Total	$	113,320	$	16,649

(1) Audit fees consist of fees for professional services rendered for the audit of our financial statements, review of interim financial statements and assistance with our periodic reports on Form 10-K and 10-Q filed with the SEC.

(2) Audit related fees consisted principally of fees related to the annual audit and the quarterly reviews, but outside the scope of the audit committee approved audit and agreed upon procedures.

(3) Tax fees consist principally of assistance with matters related to tax compliance and reporting, tax advice, and tax planning.

(4) All other fees consisted principally of costs related to SEC investigation.

As of December 31, 2018, we did not have a formal, documented pre-approval policy for the fees of the principal accountant. Following the establishment of our audit committee on October 31, 2017, our audit committee reviews and approves all fees to our principal accountant.

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PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

The following documents were filed as part of the Original Report:

Item 15(a). The documents listed below are filed as part of this Amendment.

Item 15(a)(1) and (2). See Item 8, “Financial Statements and Supplementary Data” in the Original Filing. Other financial statement schedules have not been included because they are not applicable, or the information is included in the financial statements or notes thereto.

Item 15(a)(3). The following exhibits are filed as part of, or incorporated by reference into, this Amendment.

Exhibit	Description
3.1	Articles of Incorporation, as amended (incorporated by reference to Exhibit 3.1 to the Company’s Form 10-K on April 1, 2019).
3.2	Bylaws (incorporated by reference to Exhibit 3.2 to the Company’s Form 10 filed on November 21, 2012).
10.1	Patent Transfer and Sale Agreement with Appelfeld Zer Fisher (incorporated by reference to Exhibit 10.1 to the Company’s Form 10-12G/A on April 10, 2014).
10.2.1	Convertible Note, as amended, between the Company and Shefer Trust (incorporated by reference to Exhibit10.2(a) to the Company’s Form 10-12G filed on February 28, 2013).
10.2.2	Convertible Note, as amended, between the Company and Mediouni, (incorporated by reference to Exhibit 10.2(b)(a)1 to the Company’s Form 10 filed on May 13, 2013).
10.2.3	Convertible Note, as amended, between the Company and Shonfeld (incorporated by reference to Exhibit 10.2(c)(a) to the Company’s Form 10 filed on May 13, 2013).
10.2.4	Convertible Note, as amended, between the Company and Silverman (incorporated by reference to Exhibit 10.2(d)(a)1 to the Company’s Form 10 filed on May 13, 2013).
10.2.5	Convertible Note, as amended, between the Company and Oofliam LLC (incorporated by reference to Exhibit 10.2(e)(a) to the Company’s Form 10 filed on May 13, 2013).
10.2.6	Convertible Note, as amended, between the Company and Mediouni (incorporated by reference to Exhibit 10.2(f)(a)2 to the Company’s Form 10 filed on May 13, 2013)
10.2.7	Convertible Note, as amended, between the Company and Silverman (incorporated by reference to Exhibit 10.2(g)(a)2 to the Company’s Form 10 filed on May 13, 2013).
10.3	Agreement between the Company and Nickelshpur and CV (incorporated by reference to Exhibit 10.3 to the Company’s Form 10-12G filed on February 28, 2013).
10.4	Agreement between the Company and Sensoil Ltd, dated April 17, 2013 (incorporated by reference to Exhibit 10.4 to the Company’s Form 10-12G/A filed on April 10, 2014).
10.5	Services Agreement between the Company and Mr. Bignitz, dated October 2, 2014 (incorporated by reference to Exhibit 10.5 to the Company’s Form S-1 filed on April 23, 2015).
10.6	Services Agreement between the Company and Mr. De-Saban, dated October 2, 2014 (incorporated by reference to Exhibit 10.6 to the Company’s Form S-1 as filed on April 23, 2015).
10.7	Service Agreement between the Company and Sheba Academic Medical Center, dated October 22, 2014 (incorporated by reference to Exhibit 10.7 to the Company’s S-1/A filed on June 9, 2015).
10.8	Service Agreement between the Company and Sheba Academic Medical Center, dated October 22, 2014, (incorporated by reference to Exhibit 10.8 to the Company’s S-1/A filed on August 13, 2015).
10.9	Loan Agreement between the Company and Medmar LLC, dated September 28, 2016 (incorporated by reference to Exhibit 10.9 to the Company’s Form 8-K filed on September 30, 2016).
10.10	Termination Agreement and Mutual General Release between the Company and GUMI Tel Aviv Ltd dated February 3, 2016 (incorporated by reference to Exhibit 10.12 to the Company’s S-1 filed on June 16, 2016).
10.11	Services Agreement between the Company and Shmuel De-Saban dated January 31, 2016, (incorporated by reference to Exhibit 10.14 to the Company’s S-1 filed on June 16, 2016).
10.12	Securities Purchase Agreement between the Company and Vis Vires Group, Inc. dated February 2, 2016, (incorporated by reference to Exhibit 10.15 to the Company’s S-1 filed on June 16, 2016).

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10.13	Convertible Promissory Note issuable to Vis Vires Group, Inc. dated February 2, 2016 (incorporated by reference to Exhibit 10.16 to the Company’s S-1 filed on June 16, 2016).
10.14	Unit Subscription Agreement dated November 3, 2016 (incorporated by reference to Exhibit 10.17 to the Company’s Form 8-K filed on November 4, 2016).
10.15	Memorandum of Understanding between the Company and Michepro Holding Ltd. dated November 3, 2016 (incorporated by reference to Exhibit 10.18 to the Company’s Form 8-K filed on November 4, 2016).
10.16	License Agreement between the Company and Emilia Cosmetics Ltd dated November 27, 2016 (incorporated by reference to Exhibit 10.19 to the Company’s Form 8-K filed on November 28, 2016).
10.17	Research Agreement between One World Cannabis Ltd and Medical Research Infrastructure Development and Health Services Fund by Chaim Sheba Medical Center dated December 29, 2016 (incorporated by reference to Exhibit 10.21 to the Company’s Current Report on Form 8-K filed on January 12, 2017).
10.18+	Executive Employment Agreement by and between the Company and Alon Sinai, dated February 1, 2018 (incorporated by reference to Exhibit 10.18 to the Company’s Form 10-K on April 16, 2018).
10.19+	Letter of Resignation of Mr. Shmuel De-Saban dated June 12, 2017 (incorporated by reference to Exhibit 17.5 to the Company’s Current Report on Form 8-K filed on June 15, 2017).
10.20+	Executive Employment Agreement by and between the Company and Yossi Dagan, dated June 4, 2017 (incorporated by reference to Exhibit 10.20 to the Company’s Form 10-K on April 16, 2018).
10.21+	Executive Employment Agreement by and between the Company and Dr. Oron Yacoby Zeevi, dated February 18, 2018 (incorporated by reference to Exhibit 10.21 to the Company’s Form 10-K on April 16, 2018).
10.22+	Executive Consulting Agreement by and between the Company and Dr. Stanley Hirsch, dated July 24, 2017 (incorporated by reference to Exhibit 10.22 to the Company’s Form 10-K on April 16, 2018).
10.23+	2016 Employees Stock Option Plan (incorporated by reference to Exhibit 10.24 to the Company’s Form 10-K on April 16, 2018).
10.24+	Employee’s Option Grant Form (incorporated by reference to Exhibit 10.25 to the Company’s Form 10-K on April 16, 2018).
10.25+*	Amendment to executive employment agreement by and between the Company and Alon Sinai, dated February 2, 2018
10.26+*	Amendment to executive employment agreement by and between the Company and Yossi Dagan, dated April 10, 2018
10.27+*	Amendment to executive employment agreement by and between the Company and Yossi Dagan, dated July 1, 2018
10.28+*	Amendment to service agreement between Mr. Bignitz and the Company, dated May 21, 2018
10.29+*	Service agreement by and between the Company and Dr. Oron Yacoby Zeevi, dated October 1, 2018
14.1*	Code of Business Conduct and Ethics, dated April 15, 2019.
21.1	Subsidiaries of the Company (incorporated by reference to Exhibit 21.1 to the Company’s Form 10-K on April 16, 2018).
31.1*	Certification of Principal Executive Officer Pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities and Exchange Act of 1934, as amended, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*	Certification of Principal Financial Officer Pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities and Exchange Act of 1934, as amended, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32**	Certification of Principal Executive Officer and Principal Accounting Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.
101.INS	XBRL Instance Document (incorporated by reference to Exhibit 101.INS to the Company’s Form 10-K on April 1, 2019).
101.SCH	XBRL Taxonomy Extension Schema Document (incorporated by reference to Exhibit 101.SCH to the Company’s Form 10-K on April 1, 2019).
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document (incorporated by reference to Exhibit 101.CAL to the Company’s Form 10-K on April 1, 2019).
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document (incorporated by reference to Exhibit 101.DEF to the Company’s Form 10-K on April 1, 2019).
101.LAB	XBRL Taxonomy Extension Labels Linkbase Document (incorporated by reference to Exhibit 101.LAB to the Company’s Form 10-K on April 1, 2019).
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document (incorporated by reference to Exhibit 101.PRE to the Company’s Form 10-K on April 1, 2019).

* Filed herewith.

** Previously furnished.

+ Indicates a management contract or compensatory plan or arrangement.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

	OWC PHARMACEUTICAL RESEARCH CORP
Date: April 30, 2019	By:	/s/ Mordechi Bignitz
		Mordechi Bignitz
		Chief Executive Officer and Director
		(Principal Executive Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the registrant in the capacities indicated below and on the dates indicated.

Name	Title	Date
/s/ Mordechi Bignitz	Chief Executive Officer and Director	April 30, 2019
Mordechi Bignitz	(Principal Executive Officer)
/s/ Sigal Russo	Chief Financial Officer	April 30, 2019
Sigal Russo	(Principal Financial Officer and Principal Accounting Officer)
/s/ Stanley Hirsch
Stanley Hirsch	Chairman of the Board	April 30, 2019

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EX-10.25

PERSONAL EMPLOYMENT AGREEMENT

THIS PERSONAL EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of February 1, 2018 by and between One World Cannabis Ltd. (the “Company”), and Alon Sinai (the “Employee”).

WHEREAS, the Company and the Employee have entered into a consulting agreement, dated July 1, 2014 as amended on November 8, 2015 and on July 30, 2017 (the “Consulting Agreement”) pursuant to which the Employee has provided consulting services to the Company; and

WHEREAS, the Company and the Employee wish to replace the Consulting Agreement as of the Start Date (as such term is defined hereunder) in its entirety with this Agreement, such that as of the Start Date the Employee shall only serve the Company in the capacity of an employee under this agreement; and

WHEREAS, the Company wishes to employ the Employee,edgar and the Employee wishes to be employed by the Company, as of the Start Date; and

WHEREAS, the parties desire to state the terms and conditions of the Employee’s employment by the Company, as set forth below.

NOW, THEREFORE, in consideration of the mutual premises, covenants and other agreements contained herein, the parties hereby agree as follows:

General

1.	Position. The Employee will serve in the position described in Exhibit A and shall be under the direction of the person stated in Exhibit A, or such other person as shall be decided by the Company from time to time. The Employee undertakes to perform his duties diligently, conscientiously and in furtherance of the Company’s best interests
2.	Scope of Employment. The Employee is employed on a part time basis in a scope of 60% of a full time position. The Employee may engage in other paid or unpaid employment, occupation or other business activities which are not in the field of medical and pharmaceutical formulations derived from and or utilizing cannabis and its CBD and or THC components, either natural or synthetic, and delivery systems specifically developed for the administration of the above. For the avoidance of doubt, this also incorporates formulations or carries developed in the course of the work of the Company, which have medical effect, even if such formulations or carriers do not contain the above-mentioned cannabis components (the “Field of Business”), all subject to and without derogating from Employee’s undertakings hereunder, including (without limitation ) pursuant to Section 6 and Exhibit B hereunder. Any engagement in the Field of Business shall be subject to the Company’s prior written approval which shall be in its sole discretion.
3.	Employee’s Representations and Undertakings. The Employee represents that the execution and delivery of this Agreement and the fulfillment of its terms: (i) will not constitute a default under or conflict with any agreement or other instrument to which the Employee is a party or by which the Employee is bound, including, without limitation, any confidentiality or non-competition agreement; and (ii) will not require the consent of any person or entity. The Employee undertakes to inform the Company immediately after becoming aware of any matter that may in any way raise a conflict of interest between the Employee and the Company. The Employee shall not receive any payment, compensation or benefit from any third party in connection, directly or indirectly, with the Employee’s position in the Company. The Employee further acknowledges and agrees (i) to the transfer of any information concerning the Employee and held by the Company to a database (including a database located abroad) and to third parties in general, as is reasonable for business purposes or in pursuit of the Company’s business interests; (ii) to travel abroad from time to time if and as may be required pursuant to his position; (iii) to adhere to any applicable law or provision, pertaining to his employment; (iv) to protect the good name of the Company and not to perform any act that may bring the Company into disrepute; (v) to use any equipment (such as laptop) and access to systems (such as email system) provided to the Employee by the Company for purposes related to the Employee’s employment.

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4.	The Employee further acknowledges and agress that all information, content and data on the Company’s computers and telephones, including electronic mail transmissions, Internet usage, messages and data whether sent from, received by, or stored in or upon the Company’s computers or communications systems are the property of the Company, regardless of the form and/or content of these messages and data, and the Company shall have the right to conduct inspections of such property. The Employee should not consider messages and data sent from, received by, or stored in or upon the Company’s computer, telephones and communications systems to be private and should not send, receive, or store sensitive personal or private information using these systems. The Employee is deemed to have consented to any reasonable use, transfer and disclosure of all messages and data contained or sent via the Company’s computer, telephones and communications systems, including electronic mail.
5.	Term and Termination. The Employee’s employment with the Company began, or will begin, on the date set forth in Exhibit A (the “Start Date”). Either party may terminate this Agreement and the employment relationship hereunder at any time by giving the other party prior written notice of termination of such number of days as set forth in Exhibit A (the “Notice Period”). Notwithstanding the aforesaid, the Company is entitled to terminate this Agreement and the employment relationship with immediate effect or at any time during the Notice Period upon a written notice to the Employee and payment to the Employee of a one-time amount equal to the Salary the Employee would have been entitled to receive in respect of the portion of the Notice Period which was forfeited, in lieu of such prior notice period.
	Notwithstanding the aforesaid, in the event of a Cause (as defined below), the Company will be entitled to terminate this Agreement immediately and this Agreement and the employment relationship will be deemed effectively terminated as of the time of delivery of such notice (subject to any minimal mandatory notice requirement under applicable law) and the Company shall have no obligation to pay any compensation during or in lieu of the notice period. The term “Cause” means: (i) the Employee engages in any act of dishonesty, fraud, misrepresentation, or intentional illegal conduct; (ii) the Employee’s violation of any law or regulation applicable to the Company’s business; (iii) any unauthorized use or disclosure by the Employee of the Company’s confidential information or trade secrets or any other breach of the Proprietary Information, Assignment of Inventions and Non-Competition Agreement attached as Exhibit B hereto; (iv) a material breach by the Employee of any agreement between the Employee and the Company; (v) a failure by the Employee to comply with the Company’s written policies or rules; or (vi) any circumstances which allow for termination without severance payment under applicable law.

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	During the Notice Period, this Agreement will remain in full force and effect and there will be no change in Employee’s position with the Company or any obligations hereunder, unless otherwise determined by the Company in a written notice to Employee, and the Employee will cooperate with the Company and use the Employee ’s best efforts to assist the integration into the Company’s organization of the person or persons who will assume the Employee’s responsibilities. Upon termination of the employment for any reason or cause whatsoever, Employee shall immediately surrender to the Company all property, equipment, documents and information in his possession or disposal, as such may have been delivered to him during or due to his employment with the Company, and Employee shall have no rights of lien or possession in respect thereof.
6.	Proprietary Information; Confidentiality and Non-Competition. The Employee shall, simultaneously herewith, execute and deliver, and hereby agrees to be bound by the provisions of, the Proprietary Information, Assignment of Inventions and Non-Competition Agreement attached in Exhibit B hereto, the terms of which will survive termination of this Agreement.
7.	Salary. The Company will pay the Employee a gross monthly salary in the amount set forth in Exhibit A (the “Salary”). Except as specifically set forth herein, the Salary includes any and all payments to which Employee is entitled hereunder and under any applicable laws, regulations or agreements. Payment of the Salary will be made no later than the 9th day of each calendar month after the month for which the Salary is paid, after deduction of applicable taxes and any amounts deductible under this Agreement.
8.	Social Benefits. The Company shall, on a monthly basis, pay to a pension scheme for the benefit of the Employee and shall deduct from the Employee’s Salary a respective payment towards such pension scheme (the “Pension Scheme”). The contributions to the Pension Scheme will be as follows:

(i)	The Company will pay an amount equal to 8 1/3% (eight percent and one third of a percent) of the Salary as a severance pay component;
(ii)	In case of a Pension Scheme of a managers insurance type (and not a pension fund), the Company shall pay for a disability insurance in an amount of 2.5% of the Salary or a lower amount as required to insure 75% of the Salary (the “Disability Insurance Component”);
(iii)	The Company will pay towards a savings component (A) an amount equal to 6.5% of the Salary in case the Pension Scheme is through a pension fund or (B) an amount equal to 6.5% of the Salary less the Disability Insurance Component, but in no event less than 5%, in case of a managers insurance type Pension Scheme; and
(iv)	The Company shall deduct from the net Salary an amount equal to 6% of the Salary which amount shall be allocated to a savings component.

All payments to the Pension Scheme will be made in compliance with Section 14 of the Severance Compensation Law, 1963 (“Section 14), and in accordance with the general approval of the Labor Minister dated June 9, 1998, promulgated under said Section 14, a copy of which is attached hereby as Exhibit C, and the terms of Section 14 and said general approval will apply to the relationship hereunder. Therefore, the ownership of the Pension Scheme will be transferred to the Employee following termination of employment and the Company will not be entitled to retrieve any of the funds it transferred to the Pension Scheme, other than in accordance with Section 14 and said general approval, and the transfer of the Pension Scheme to the ownership of the Employee will be the full and only compensation to be paid by the Company to the Employee in such circumstances in respect of severance pay.

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9.	Vacation. The Employee will be entitled to that number of vacation days per year set forth in Exhibit A. The Company will be entitled to direct the use of the vacation days, at its discretion. Right to accumulate unused vacation days shall be as decided by the Company from time to time and the Company shall be entitled to change its policy in that respect without any liability to the Employee. It is the Company’s current policy to allow the Employee to accumulate any unused vacation days up to the number of vacation days specified in Exhibit A and once the Employee has reached such accumulation no additional vacation days will be accumulated, but rather be forfeited. The Employee will not be entitled to redemption of accumulated and unused vacation days, except in the event of termination of employment and then only in accordance with applicable law.
10.	Recreation Pay. The Employee will be entitled to recreation pay (Dmei Havra’a) in accordance with applicable law.
11 .	Additional Benefits. The Employee may be entitled to additional benefits if and only to the extent set forth in Exhibit A.
12.	Policies and Guidelines. The Employee undertakes to abide by and at all times be in compliance with the policies, guidelines and regulations which are and shall be established by the Company.
13.	General. Headings in this Agreement are included for reference purposes only and are not to be used in interpreting this Agreement. The exhibits to this Agreement constitute an integral part thereof. Subject to applicable law, no collective bargaining agreement will apply to the relationship between the parties, whether such agreement was signed among the government, the General Federation of Labor and Employers organizations, or any of such parties, or whether signed by others, in relation to the field or fields of the business of the Company or in relation to the position held by or the profession of the Employee. No failure, delay of forbearance of either party in exercising any power or right hereunder will in any way restrict or diminish such party’s rights and powers under this Agreement, or operate as a waiver of any breach or nonperformance by either party of any terms or conditions hereof. In the event it is determined under any applicable law that a certain provision set forth in this Agreement is invalid or unenforceable, such determination will not affect the remaining provisions of this Agreement unless the business purpose of this Agreement is substantially frustrated thereby.
	This Agreement constitutes the entire understanding and agreement between the parties, supersedes any and all prior discussions, agreements and correspondence with regard to the subject matter hereof, including without limitation the termination of the Consulting Agreement (provided that Sections 4-6, together with Exhibit C of the Consulting Agreement shall survive in full force and effect), and may not be amended, modified or supplemented in any respect, except by a subsequent writing executed by both parties.
	The Employee acknowledges and confirms that all terms of Employee’s employment are personal and confidential, and undertakes to keep such terms in confidence and refrain from disclosing such terms to any third party.

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IN WITNESS WHEREOF the parties have signed this Agreement as of the date first hereinabove set forth.

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Exhibit A

To the Personal Employment Agreement by and between

One World Cannabis Ltd. and the Employee whose name is set forth herein

1.	Name of Employee:		Alon Sinai
2.	ID No. of Employee:		022996797
3.	Address of Employee:		69 Bait Nehemia, Israel
4.	Position in the Company:		COO - Chief Operating Officer
5.	Under the Direction		CEO
6.	Start Date:		February 1, 2018
7.	Work Week and Hours of Work; Rest Day		As shall be coordinated between the Company and the Employee from time to time, based on the scope of engagement.
8.	Notice Period:		30 days
9.	Salary:	a)	As of February 1, 2018 and until March 31, 2018 - the Employee shall be entitled to a gross monthly salary of NIS 17,500 (the “Base Salary”). In addition, In consideration for overtime hours that the Employee may work during the month the Employee shall receive a global payment of NIS 7,500 per month (the “Global Overtime Compensation”, and together with the Base Salary, the “Salary”).
		b)	As of April 1, 2018 - the Employee shall be entitled to a Base Salary of NIS 3,710. In addition, the Employee shall receive a Global Overtime Compensation of NIS 1,590, such that the total Salary shall be NJS 5,300.
		The Global Overtime Compensation has been determined based on Company’ s estimation of the average of overtime hours per month that the Employee’s position may require.
10.	Vacation Days Per Year:	12 annual vacation days for a full time position, as shall be adjusted for the actual scope of employment. Employee may accumulate at any time unused vacation days in the aggregate number equal to no more than twice the number of the annual vacation days he is entitled to receive.
11.	Transportation	The employee will be entitled to payment for transportation from and to work, pursuant to applicable law.

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Exhibit B to Personal Employment Agreement

Proprietary Information, Confidentiality and Non-Competition Agreement

between the Employee and One World Cannabis Ltd.

Employee’s Name Alon Sinai

1. Capitalized terms herein will have the meanings given to them in the Personal Employment Agreement to which this Exhibit is attached (the “Agreement”). The term Company will include also all subsidiaries and affiliates of the Company, as applicable, including its parent company, OWC Pharmaceutical Research Corp. (the “Parent Company”), which are deemed third party beneficiaries of this Agreement. The Employee’s obligations and the Company’s rights under this Exhibit will apply as of the beginning of the engagement between the Company and the Employee, regardless of the Start Date or the date of execution of the Agreement or this Exhibit.

Confidentiality; Proprietary Information

2.	The Employee acknowledges and agrees that Employee may have access to confidential and proprietary information concerning the business and financial activities of the Company, including without limitation information relating to the Company’s research and development activities, investments, properties, employees, marketing plans, customers, suppliers, trade secrets, test results, processes, data, know-how, improvements, inventions, techniques, intellectual property and products (actual or planned). Such information, whether documentary, written, oral or computer generated, will be referred to as “Proprietary Information”. However, Proprietary Information will exclude information that Employee can demonstrate (i) was known to Employee prior to Employee’s association with the Company (except if related in any way to the Company, including without limitation to the Company’s current and/or contemplated business, services, products and/or activities); or (ii) is or will become part of the public knowledge except as a result of the breach of the Agreement or this Exhibit by the Employee.
3.	The Employee recognizes that the Company may receive confidential or proprietary information from third parties, subject to a duty on the Company’s part to maintain the confidentiality of such information and to use it only for certain limited purposes. In connection with such duties, such information will be deemed Proprietary Information hereunder, mutatis mutandis. The Employee will not, during his employment with the Company, improperly use or disclose any proprietary information or trade secrets of any former or concurrent employer or other person or entity and will not bring onto the premises of the Company any unpublished document or proprietary information belonging to any such employer, person or entity unless consented to in writing by such employer, person or entity.
4.	The Employee agrees that all Proprietary Information and any patents, trademarks, copyrights and other intellectual property and ownership rights in connection therewith are and will be the sole property of the Company and its assigns. At all times, during Employee’s engagement by the Company and thereafter, the Employee will keep in confidence and trust all Proprietary Information and will not use or disclose Proprietary Information or anything relating to it without the written consent of the Company, except as may be necessary in the ordinary course of performing Employee’s duties under the Agreement.

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5.	Upon termination of the Employee’s employment with the Company, the Employee will promptly deliver to the Company all documents and materials of any nature pertaining to Employee’s work with the Company, and will not retain any documents or materials or copies thereof containing any Proprietary Information.
	For the avoidance of doubt, Employee’s undertakings set forth in Sections 2-5 shall remain in full force and effect after termination of the Agreement (for any reason whatsoever) or any renewal thereof.

Disclosure and Assignment of Inventions

6.	From and after the date the Employee first became employed by the Company, the Employee undertakes and covenants that the Employee will promptly disclose in confidence to the Company all inventions, improvements, developments, original works of authorship, designs, concepts, techniques, methods, systems, processes, know how, computer software programs, databases, mask works, trade secrets, discoveries and any other intellectual creations of any nature whatsoever (“Inventions”), whether or not patentable, copyrightable or protectable as trade secrets, that are made or conceived or first reduced to practice or created by Employee, either alone or jointly with others during the course of or in connection with Employees employment with the Company. The Employee undertakes not to disclose to the Company any confidential information of any third party and not to make any use of any intellectual property rights of any third party in the framework of the Employee’s employment by the Company.
7.	Without derogating from applicable law, the Employee agrees that all Inventions, whether or not patentable, copyrightable or protectable as trade secrets, that are made or conceived or first reduced to practice or created by Employee, either alone or jointly with others, during the course of or in connection with Employee’s employment with the Company that (a) are developed in whole or in part on Company’s time or using equipment, supplies, facilities, resources or Proprietary Information of the Company, (b) result from or are suggested by any task assigned to Employee or any work performed by the Employee for or on behalf of the Company or by the scope of Employee’s duties and responsibilities with Company, or (c) relate to the Company’s business, activities, services, products or research and development (whether current or anticipated) will be the sole and exclusive property of the Company and the Employee will have no rights in or thereto (“Company Inventions”).
8.	The Employee has listed below in this Section 8 a complete list of all inventions to which he claims ownerships (the “Prior Inventions”) and that the Employee desires to remove from the operation of this Exhibit, and acknowledges and agrees that such list is complete. If no such list is attached to this Exhibit, the Employee represents that he has no such Inventions at the time of signing this Agreement. The Prior Inventions, if any, patented or unpatented, are excluded from the scope of this Exhibit. If, in the course of employment with the Company, the Employee incorporates a Prior Invention into a Company product, process or machine, the Company is hereby granted and shall have a nonexclusive, royalty- free, irrevocable, perpetual, worldwide license (with rights to sublicense through multiple tiers of sublicensees) to make, have made, modify, use and sell such Prior Invention. Notwithstanding the foregoing, the Employee agrees that the Employee will not incorporate, or permit to be incorporated, Prior Inventions in any Company Inventions without the Company’s prior written consent. The Employee hereby represents and undertakes that none of his previous employers or any entity with whom the Employee was engaged, has any rights in the Inventions or Prior Inventions and such employment with the Company will not grant any of them any right in the results of the Employee’s work.

Prior Inventions: [fill-in, if any.]

None.

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9.	The Employee hereby irrevocably transfers and assigns to the Company, without further compensation, all worldwide patents, patent applications, copyrights, mask works, trade secrets and other intellectual property rights in any Company Invention, and waives any and all moral rights that Employee may have in or with respect to any Company Invention. The Employee hereby irrevocably, unconditionally and expressly waives any right and/or claim to any consideration or compensation whatsoever with regard to the Company Inventions and the assignment, use or commercialization thereof, including without limitation any royalty payment and other payment with respect thereto (and including without limitation under Section 134 of the Israeli Patent Law, 1967). The Employee agrees and understands that the Salary (set forth in Exhibit A) includes adequate compensation for any transfer or assignment made by the Employee, if any, pursuant to this Section 9.
	The Employee agrees to assist the Company, at the Company’s expense, in every proper way to obtain for the Company and enforce patents, copyrights, mask work rights, and other legal protections for the Company’s Inventions in any and all countries. The Employee will execute any documents that the Company may reasonably request for use in obtaining or enforcing such patents, copyrights, mask work rights, trade secrets and other legal protections. Such obligation will continue beyond the termination of the Employee’s employment with the Company. The Employee hereby irrevocably designates and appoints the Company and its officers and agents as the Employee’s agent and attorney in fact, coupled with an interest to act for and on Employee’s behalf and in Employee’s stead to execute and file any document needed to apply for or prosecute any patent, copyright, trademark, trade secret, any applications regarding same or any other right or protection relating to any Proprietary Information (including Company Inventions), and to do all other lawfully permitted acts to further the prosecution and issuance of patents, copyrights, trademarks, trade secrets or any other right or protection relating to any Proprietary Information (including Company Inventions), with the same legal force and effect as if executed by the Employee.
	Non-Competition; Non-Solicitation
10.	Employee agrees and understands that the Employee’s Salary (set forth in Exhibit A) includes adequate compensation for his undertakings under this Section 10. Therefore, in order to enable the Company to effectively protect its Proprietary Information, the Employee undertakes that, so long as Employee is employed by the Company and for a period of twelve (12) months thereafter, the Employee will not, directly or indirectly, as owner, employee, agent, or in any capacity whatsoever engage in, become financially interested in, be employed by, render services or assists to, or have any connection with, any person, corporation, business or venture that is engaged in any activities involving services, products, information, processes, technology or equipment that are competitive to those of the Company; provided, however, that Employee may own securities of any publicly traded corporation in an amount not to exceed three percent of any class of stock or securities of such company, and so long as Employee has no active role in such corporation in any capacity.
11.	The Employee agrees and undertakes that during the period of Employee’s employment and for a period of twelve (12) months thereafter, the Employee will not, directly or indirectly, including personally or in any business in which Employee is an officer, director or shareholder, for any purpose or in any place solicit (i) for employment any person employed by the Company (or retained by the Company as a consultant, if such consultant is prevented thereby from continuing to render its services to the Company in the manner provided immediately before) on the date of such termination or during the preceding twelve (12) months, and (ii) the business of any customer of the Company for the purpose of offering services or products which compete with the services or products supplied to such customer by the Company.

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Reasonableness of Protective Covenants; Remedies for Breach

12.	Insofar as the protective covenants set forth in this Exhibit are concerned, the Employee specifically acknowledges, stipulates and agrees as follows: (i) the protective covenants are reasonable and necessary to protect the goodwill, property and Proprietary Information of the Company, and the operations and business of the Company; and (ii) the time duration of the protective covenants is reasonable and necessary to protect the goodwill and the operations and business of Company, and does not impose a greater restrain than is necessary to protect the goodwill or other business interests of the Company. Nevertheless, if any term contained in this Exhibit B will for any reason be held to be excessively broad with regard to time, geographic scope or activity, such term will be construed in a manner to enable it to be enforced to the extent compatible with applicable law.
13.	The Employee acknowledges that the legal remedies for breach of the provisions of this Exhibit may be found inadequate and therefore agrees that, in addition to all of the remedies available to the Company in the event of a breach or a threatened breach of any of such provisions, the Company may also, in addition to any other remedies which may be available under applicable law, obtain temporary, preliminary and permanent injunctions against any and all such actions.
14.	The Employee recognizes and agrees: (i) that this Exhibit is necessary and essential to protect the business of the Company and to realize and derive all the benefits, rights and expectations of conducting the Company’s business; (ii) that the area and duration of the protective covenants contained herein are in all things reasonable; and (iii) that good and valuable consideration exists under the Agreement, for the Employee’s agreement to be bound by the provisions of this Exhibit.

15. The Employee acknowledges that the Parent Company is a publicly traded company. As such, it agrees not to use any Proprietary Information in connection with the purchase or sale of the securities of the Parent Company in violation of the U.S. Securities and Exchange Commission regulation or any other applicable securities laws.

IN WITNESS WHEREOF the Employee has signed this Proprietary Information, Confidentiality and Non-Competition Agreement as of the date first hereinabove set forth.

Alon Sinai

EX-10.26

April 10, 2018

To:

Yossi Dagan

Re: Change to Scope of Employment

Dear Yossi,

Reference is made herein to the Personal Employment Agreement between you and One World Cannabis Ltd. (the “Company”) dated June 4, 2017 (the “Agreement”; all capitalized undefined terms herein shall have the meaning ascribed to them in the Agreement).

This letter is to document our agreement that as of April 1, 2018, your scope of employment with Company under the Agreement shall be reduced to a part time basis of 60% out of a full time position. Following reduction in your scope of employment: (i) work hours shall be coordinated between you and the Company from time to time; and (ii) all employment related benefits based on employment scope other than the Salary (such as, without limitation, vacation entitlement) shall be reduced accordingly to the reduced lower scope of employment.

All terms of the Agreement not amended herein shall remain in full force and effect.

I hereby acknowledge and agree to the above.

Yossi Dagan

EX-10.27

July 1, 2018

To:

Yossi Dagan

Re: Amendment to Employment Agreement

Dear Yossi,

Reference is made to your employment agreement with One World Cannabis Ltd. (the “Company”) dated June 4, 2017, as amended (the “Agreement”; All capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in the Agreement). This letter documents the agreed amendments to the Agreement, effective as of July 1, 2018 (the “Effective Date”):

1.	Increase of Gross Salary. In Schedule A of the Agreement, the paragraph set forth opposite to the title “Salary (NIS)” shall be deleted in its entirety and replaced by the following:
	“The Employee shall be entitled to a gross monthly salary of NIS 21,000 (the “Base Salary”). In addition, in consideration for overtime hours that the Employee may work during the month, the Employee shall receive a global payment of NIS 9,000 (the “Global Overtime Compensation”, and together with the Base Salary, the “Salary”). The Global Overtime Compensation has been determined based on the Company’s estimation of the average of overtime hours per month that the Employee’s position may require.”
2.	This letter constitutes a notice of change in employment terms that is required under the Notice to an Employee (Terms of Employment) Law, 5762 - 2002.
3.	The provisions of Section 12 of the Agreement are incorporated herein by reference and shall apply to the terms herein. Other than specifically stated herein the Agreement shall stay in force and effect. In the event of any conflict between the provisions of this agreement and the provisions of the Agreement, the provisions of this letter shall prevail and govern.

Sincerely,

EX-10.28

21.5.2018

To:

MB&B Business Creation Ltd.

Re: Amendment to Consulting Agreement

Dear Sirs,

Reference is made to the Consulting Agreement between you and One World Cannabis Ltd. (the “Company”), dated August 1, 2017 as amended (the “Agreement”; capitalized terms not defined herein shall have the meaning given to them in the Agreement). This letter hereby documents the agreement reached between us with respect to certain amendments to the Agreement, effective as of May 1, 2018, as follows:

In Exhibit A to the Agreement, the paragraph set forth opposite to the words “Fee” shall be deleted in its entirety and replaced by the following:

“Fee: The Consultant shall be entitled to consideration, with respect to his Services to the Company within the above specified scope, in the amount of NIS 40,000 per month, plus VAT, at the standard rate, if applicable.”

Please countersign this letter to indicate your agreement to the terms set forth. Note that this letter will only come into effect upon receipt of your signature by the Company.

The provisions of Section 9 of the Agreement are incorporated herein by reference and shall apply to the terms herein. In the event of any conflict between the provisions of this letter and the provisions of the Agreement, the provisions of this letter shall prevail and govern. Except as specifically amended herein, all other terms and conditions of the Agreement remain and shall continue in full force and effect.

Agreed and accepted:
MB&B Business Creation Ltd.
By:	Mordechai Bignitz
Date:	21.5.18

I hereby acknowledge and agree to the Agreement as amended pursuant to this letter.

EX-10.29

One World Cannabis Ltd.

Consulting Agreement

This Agreement (“Agreement”) is entered into as of October 1, 2018 (the “Effective Date”), by and between One World Cannabis Ltd., an Israeli company with offices at 30 Shaham St., Petach-Tikva, Israel (the “Company”) and Kinarti Ltd., an Israeli Company No. 515530731 with its principal place of business at 204 Hanarkissim St., Bitsaron, Israel (the “Consultant”).

Whereas the Consultant wishes to provide services to the Company, and the Company wishes to receive such services, all pursuant to the Specific Terms of Engagement and the General Terms of Engagement as set forth in this Agreement.

NOW, THEREFORE, it is hereby agreed as follows:

Specific Terms of Engagement

The specific terms of engagement of the Consultant (the “Specific Terms”) are as follows, in addition to the General Terms of Engagement set forth below:

Consultant’s Name and Contact Details Company Name: Company No: Address: Kinarti Ltd. 515530731 204 Hanarkissim St., Bitsaron, Israel

Description of Services

The Consultant shall provide pharmaceutical and operational management consulting services to the Company, and other related services as may be requested by the Company from time to time. Services shall be provided by Consultant solely through Oron Yacoby Zeevi (the “Representative”), unless otherwise agreed by the Company in advance and in writing. The Consultant may also provide such services to the Parent Company (as defined below), upon request of the Company (provided that the Company shall be required to pay all Fees).

Scope of Services; Additional Engagement

The Consultant shall provide the Services in a scope of 2 days a week, on such days and times as shall be coordinated from time-to-time between the Consultant and the CEO of the Company. For the avoidance of doubt, it is hereby agreed that the Consultant shall not be entitled to any additional compensation with respect to additional hours in which services were provided, unless such additional work hours were prior approved in writing by the Company, at its sole discretion. The Consultant may engage in other paid or unpaid engagement, occupation or other business activities which are not in the field of medical and pharmaceutical formulations derived from and or utilizing cannabis and its CBD and or THC components, either natural or synthetic, and delivery systems specifically developed for the administration of the above (the “Field of Business”). The term Field of Business shall also include Formulations or carriers developed in the course of the work of the Company, which have medical effect, even if such formulations or carriers do not contain the above-mentioned cannabis components. If the Consultant and/or the Representative has or develops ideas or inventions, not in the Field of Business, which the Consultant believes may be of interest to the Company, the Consultant may offer these to the Company (the “Offer”), at the Consultant’s full discretion. The Company may choose to negotiate the terms of such Offer with the Consultant for a period of 6 months from the time of the Offer. If the Company declines the Offer, it shall issue a formal release to the Consultant declaring that such Offer is the sole property of the Consultant. The Consultant shall ensure that during the Term of Agreement, any engagement of the Consultant and/or the Representative in the Field of Business shall be subject to the Company’s prior written approval which shall be in its sole discretion.

Start Date	, 2018
Term of Agreement	The terms of this Agreement are effective as of the Start Date and shall continue until terminated in accordance with Section 2 of the General Terms of Employment hereunder.
Prior Notice for Termination	30 days by either party.
Fees	A gross amount of NIS 31.000 per month, payable by no later than the 9th day following the end of the calendar month with respect to which the Fees are paid, subject to the receipt of a valid invoice and plus VAT, if applicable (the “Fees”). The Fees constitutes the full and final consideration for the Services, and neither Consultant nor Representative shall be entitled to any additional consideration, of any form, for the provided services.
Expenses	Consultant shall be entitled to reimbursement of expenses, based on the Company’s reimbursement policy, as shall be amended from time to time, and in addition, to any expenses which have been approved in advance and in writing by the CEO of the Company.

General Terms of Engagement

1.	Services. The Consultant will provide the Company with such services as described in the Specific Terms (the “Services”). The Consultant shall, and procure that the Representative shall, perform the Services diligently and in the Company’s best interests. All duties and obligations imposed upon Consultant in this Agreement shall be binding upon the Representative, and Consultant shall be liable for any breach of the terms of this Agreement by the Representative. In performance of the Services and this Agreement, Consultant and Representative shall comply with all applicable laws, ordinances, rules, regulations, orders, licenses, permits and other governmental requirements (including, but not limited to, any such requirements imposed upon the Company with respect to the Services).
2.	Term and Termination. The Consultant’s engagement with the Company under this Agreement has begun or shall begin on the Start Date and shall continue for the term specified in the Specific Terms, unless earlier terminated by a party by a prior written notice of such number of days as specified in the Specific Terms. In addition, either party may by notice in writing immediately terminate this Agreement for in the event of a material breach by either party of its obligations under this Agreement, which has not been cured (if curable) within 7 days of receipt of written notice of such breach. For the avoidance of doubt, the undertakings in Sections 4-7 shall remain in full force and effect after termination of the Agreement (for any reason whatsoever).
3.	Fees. The Company will pay the Consultant as compensation for the Services and for its undertakings in this Agreement the Fees set forth in the Specific Terms. Except as specifically set forth herein, the Fees includes any and all payments to which Consultant is entitled hereunder and under any applicable laws, regulations or agreements. All tax consequences related to any consideration or benefit provided to the Consultant pursuant to this Agreement shall be borne by the Consultant and shall be subject to any tax withholding deemed required by the Company under applicable law.

4. No Employment Relationship. The Consultant acknowledges that neither it nor the Representative is not an employee of the Company, but rather a service provider, that the Representative was offered the opportunity to serve as an employee of the Company and has expressly insisted not to be so employed, but rather enter into this Agreement with the Company as an independent Consultant and the terms of this Agreement, including the Fees, reflect such agreement between the parties. The Consultant hereby undertakes to indemnify and hold harmless the Company for any liability, damage, cost or expense (including, without limitation, legal and other reasonable expenses) caused to the Company, in connection with or as a result of a competent authority’s decision that the Consultant is or was, in fact, in spite of the aforesaid, an employee of the Company. Without derogating from the above, the parties hereby further agree that in the event that any competent court of law and/or other authority shall rule, in spite of the explicit agreement between the parties as aforesaid in the preamble and in this Section 4, that the relations between the parties hereto are employer-employee relations (a “Ruling”), then the following terms shall be in effect:

4.1.	The Consultant shall not be entitled to the consideration due and/or paid to it under this Agreement, retroactive to the date upon which the Consultant commenced the provision of Services to the Company. The Consultant shall instead be entitled to receive a gross salary equal to 70% of the Fees (the “Reduced Consideration”). It is hereby agreed by the parties that the Reduced Consideration shall constitute fair and reasonable wages in the event of a Ruling.
4.2.	The parties shall settle their account, and the Consultant shall immediately repay the Company any amounts paid to it beyond the amounts in Section 4.1 above, together with interest and linkage differentials from the date of actual payment to the Consultant to the date of repayment to the Company.
4.3.	In the event that the Company shall be required to pay any amount or grant any right to any third party due to a Ruling, the Consultant shall indemnify and hold the Company harmless against any amount that it shall be required to pay to any such third party and/or against any other liability which the Company shall be required to bear due to such Ruling. For the purposes of this Section 4.3, the term “required” shall include without limitation any amounts paid for the settlement of a claim against the Company in this context, whether or not such claim has reached the courts.
4.4.	The Company shall be entitled to deduct any amounts due to the Company from the Consultant hereunder from any amount which it is required to pay to the Consultant or any third party, in accordance with or as a result of a Ruling, if any, or to set off such amounts from any debt. Nothing in this Section 4.4 shall be construed as releasing the Consultant from its obligation to repay any debts to the Company, if Company does not so deduct, or if the amounts so deducted shall be insufficient to cover the full amount due to the Company from the Consultant.

Each reference to the Consultant in this Section (4) shall also be construed as reference to the Representative, mutatis mutandis.

5. Confidentiality; Proprietary Information.

5.1. The Consultant acknowledges that it may have access to confidential and proprietary information concerning the business and financial activities of the Company, including without limitation information relating to the Company’s research and development activities, investments, properties, Consultants, marketing plans, customers, suppliers, trade secrets, test results, processes, data, know-how, improvements, inventions, techniques, intellectual property and products (actual or planned). Such information, whether documentary, written, oral or computer generated, will be referred to as “Proprietary Information”.

5.2.	The Consultant recognizes that the Company may receive confidential or proprietary information from third parties, subject to a duty on the Company’s part to maintain the confidentiality of such information and to use it only for certain limited purposes. In connection with such duties, such information will be deemed Proprietary Information hereunder. The Consultant will not, during its engagement with the Company, improperly use or disclose any proprietary information or trade secrets of any former or concurrent employer or other person or entity and will not bring onto the premises of the Company any unpublished document or proprietary information belonging to any such employer, person or entity unless consented to in writing by such employer, person or entity.
5.3.	The Consultant agrees that all Proprietary Information and any patents, trademarks, copyrights and other intellectual property and ownership rights in connection therewith are and will be the sole property of the Company and its assigns. During Consultant’s engagement by the Company and thereafter, the Consultant will keep in confidence and trust all Proprietary Information as well as the terms of the Consultant’s engagement, and will not use or disclose Proprietary Information without the written consent of the Company, except as may be necessary in the ordinary course of performing Consultant’s duties under the Agreement.
5.4.	Upon the Company’s demand, Consultant shall return to the Company all documents or materials or copies thereof containing any Proprietary Information and shall erase any electronic record thereof.
5.5.	For the purposes this Agreement, Confidential Information shall also include any information as detailed above with respect to the Company’s Parent Company, OWC Pharmaceutical Research Corp. (the “Parent Company”). The Consultant hereby acknowledges that the Parent Company is a publicly traded company. As such, it agrees not to use any Confidential Information or other information of the Company or the Parent Company in connection with the purchase or sale of the securities of the Parent Company in violation of United States or other applicable securities laws.
5.6.	Each reference to the Consultant in this Section (5) shall also be construed as reference to the Representative, mutatis mutandis.

6. Disclosure and Assignment of Inventions.

6.1.	The Consultant undertakes to promptly disclose in confidence to the Company all inventions, improvements, designs, concepts, techniques, methods, systems, processes, know how, computer software programs, databases, mask works and trade secrets and other intellectual property whatsoever whether or not patentable, copyrightable or protectable as trade secrets (the “Inventions”), that are made or conceived or first reduced to practice or created by the Consultant, either alone or jointly with others during the course of and in connection with the Consultant’s engagement with the Company.
6.2.	The Consultant agrees that all Inventions that (a) are or were developed using equipment, supplies, facilities or trade secrets of the Company, (b) resulted or result from work performed by the Consultant for the Company, or (c) relate to the Company’s business, activities, services, products or research and development (whether current or anticipated) will be the sole and exclusive property of the Company and the Consultant will have no rights in or thereto (“Company Inventions”).
6.3.	The Consultant agrees that the Consultant will not incorporate, or permit to be incorporated, any Inventions which are not Company Inventions in any Company Inventions without the Company’s prior written consent. If however, despite the prohibition in the preceding sentence, the Consultant incorporates an Invention that is not a Company Invention into a Company product, process or machine, then without derogating from any remedies available to the Company in such case, the Company shall be deemed to have been granted by the Consultant a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license (with rights to sublicense through multiple tiers of sublicensees) to make, have made, modify, use and sell such Invention.

6.4.	The Consultant hereby irrevocably transfers and assigns to the Company, without further compensation, all worldwide patents, patent applications, copyrights, mask works, trade secrets and other intellectual property rights in any Company Invention, and waives any and all moral rights that Consultant may have in or with respect to any Company Invention. The Consultant expressly waives any right to any consideration or compensation whatsoever with regard to the Company Inventions and the assignment, use or commercialization thereof, including without limitation any royalty payment and other payment with respect thereto (and including without limitation under Section 134 of the Israeli Patent Law - 1967, to the extent applicable).
6.5.	The Consultant undertakes to make its best efforts to assist the Company, at the Company’s expense, in every proper way to obtain for the Company and enforce patents, copyrights, mask work rights, and other legal protections for the Company’s Inventions in any and all countries. The Consultant will execute any documents that the Company may reasonably request for use in obtaining or enforcing such patents, copyrights, mask work rights, trade secrets and other legal protections. Such obligation will continue beyond the termination of the Consultant’s engagement with the Company. The Consultant hereby irrevocably designates and appoint s the Company and its officers and agents as the Consultant’s agent and attorney in fact, coupled with an interest to act for and on Consultant’s behalf and in Consultant’s stead to execute and file any document needed to apply for or prosecute any patent, copyright, trademark, trade secret, any applications regarding same or any other right or protection relating to any Proprietary Information (including Company Inventions), and to do all other lawfully permitted acts to further the prosecution and issuance of patents, copyrights, trademarks, trade secrets or any other right or protection relating to any Proprietary Information (including Company Inventions), with the same legal force and effect as if executed by the Consultant.
6.6.	Each reference to the Consultant in this Section (6) shall also be construed as reference to the Representative, mutatis mutandis.

7. Non-Competition; Non-Solicitation.

7.1.	In order to enable the Company to effectively protect its Proprietary Information, the Consultant undertakes that, so long as the Consultant is engaged by the Company and for a period of twelve (12) months thereafter, the Consultant will not, directly or indirectly, as owner, employee, agent, or in any capacity whatsoever engage in, become financially interested in, be employed by, render services to, or have any connection with any business or venture that is engaged in any activities involving products, information, processes, technology or equipment that are competitive to those of the Company.
	The Company knows and approves that the Consultant is a founder and a director in a company that in the future intends “to provide certain services to growing and flowering companies of medical cannabis, including marketing services, professional services and the development of ancillary products relating to cannabis”. Notwithstanding the above, the Consultant will be required to obtain approval for any services to be given for such ancillary product development on a case-by-case basis from the Company.
7.2.	The Consultant agrees and undertakes that during the period of the Consultant’s engagement with the Company and for a period of twelve months thereafter, the Consultant will not, directly or indirectly, including personally or in any business in which Consultant is an officer, director or shareholder, for any purpose or in any place solicit (i) for employment any person employed by the Company (or retained by the Company as a consultant or service provider) on the date of such termination or during the preceding twelve months, and (ii) the business of any customer of the Company for the purpose of offering services or products which compete with the services or products supplied to such customer by the Company.
7.3.	Each reference to the Consultant in this Section (7) shall also be construed as reference to the Representative, mutatis mutandis.

8.	Representations and Warranties by Consultant. Consultant represents and warrants to Company that the execution and delivery of this Agreement and the fulfillment of the terms hereof by Consultant (i) will not constitute a default under or conflict with any agreement or other instrument to which Consultant is a party or by which Consultant is bound; (ii) will not result in a breach of any confidentiality undertaking to any third party, and (iii) do not require the consent of any person or entity.
	The Consultant further acknowledges and agrees (i) to the transfer of any information concerning the Consultant and held by the Company to a database (including a database located abroad) and to third parties in general, as is reasonable for business purposes or in pursuit of the Company’s business interests; (ii) to protect the good name of the Company and not to perform any act that may bring the Company into disrepute; (iii) to use any equipment (such as laptop) and access to systems (such as email system) provided to the Consultant by the Company for purposes related to the Consultant’s engagement; (iv) that all information, content and data on the Company’s computers and telephones, including electronic mail transmissions, Internet usage, messages and data whether sent from, received by, or stored in or upon the Company’s computers or communications systems are the property of the Company, regardless of the form and/or content of these messages and data, and the Company shall have the right to conduct inspections of such property. The Consultant should not consider messages and data sent from, received by, or stored in or upon the Company’s computer, telephones and communications systems to be private and should not send, receive, or store sensitive personal or private information using these systems. The Consultant is deemed to have consented to any reasonable use, transfer and disclosure of all messages and data contained or sent by the Consultant (if any) via the Company’s computer, telephones and communications systems, including electronic mail.
	Each reference to the Consultant in this Section (8) shall also be construed as reference to the Representative, mutatis mutandis.
9.	Policies and Guidelines. Each of the Consultant and the Representative undertake to abide by and at all times be in compliance with the policies, guidelines and regulations which are and shall be established by the Company.
10.	General. Words and expressions herein importing the masculine gender shall include the feminine gender and words and expressions importing persons shall include bodies corporate, and vice versa. This Agreement constitutes the entire understanding between the parties supersedes any and all prior discussions, agreements and correspondence with respect to the matters referred to herein. This Agreement shall be governed by the laws of the State of Israel, excluding its conflict of law rules, and the courts of Tel-Aviv-Jaffa shall have exclusive jurisdiction over the parties. This Agreement may not be assigned by Consultant and the performance of the Services may not be sub-contracted by Consultant, without the prior written consent of the Company. The Company may freely assign its rights and obligations herein. This Agreement may not be amended or modified, except by the written consent of both parties hereto. No failure or delay on the part of any party hereto in exercising any right, power or remedy hereunder shall operate as a waiver thereof. Headings to Sections herein are for the convenience of the parties only and are not intended to be or to affect the meaning or interpretation of this Agreement. In the event that any covenant, condition or other provision contained in this Agreement is held to be invalid, void or illegal by any court of competent jurisdiction, the same shall be deemed severable from the remainder thereof, and shall in no way affect, impair or invalidate any other covenant, condition or other provision therein contained.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

One World Cannabis Ltd.		Kinarti Ltd.
By:		By:

The undersigned agrees to be bound by the terms of Sections 4-9 of the General Terms of Engagement, as if she was the Consultant.

Oron Yacoby Zeevi

EX-14.1

OWC PHARMACEUTICAL RESEARCH CORP.

CODE OF BUSINESS CONDUCT AND ETHICS

Adopted as of April 2019

This Code of Business Conduct and Ethics (this “Code”) covers a wide range of business practices and procedures. It does not cover every issue that may arise, but it sets out basic principles to guide all employees of OWC Pharmaceutical Research Corp. and its subsidiaries and affiliates (collectively the “Company”). All of our employees (including, but not limited to, supervisors and managers) must conduct themselves accordingly and should seek to avoid even the appearance of improper behavior. This Code should be followed by the Board of Directors of the Company as well as all agents and representatives, including consultants, of the Company. This Code has been adopted by the Board of Directors and is reviewed on a regular basis.

If a law conflicts with a policy in this Code, you must comply with the law; however, if a local custom or policy conflicts with this Code, you must comply with the Code. If you have any questions about these conflicts, you should ask your supervisor or manager how to handle the situation.

Those who violate the standards set forth in this Code will be subject to disciplinary action. If you are in a situation that you believe may violate or lead to a violation of this Code, follow the guidelines described in Section XIV below.

I. COMPLIANCE WITH LAWS, RULES AND REGULATIONS

All employees must respect and obey the laws of the cities, states and countries in which the Company operates, including the rules and regulations of the Securities and Exchange Commission. Not all employees are expected to know the details of these laws, but it is important to know enough to determine when to seek advice from supervisors, managers or other appropriate personnel.

II. CONFLICTS OF INTEREST

Conflicts of interest are prohibited as a matter of Company policy. A “conflict of interest” exists when someone’s personal interest interferes in any way with the interests of the Company. Conflict situations may arise when an employee, officer or director takes action or has interests that may make it difficult to perform his or her work for the Company objectively and effectively. Conflicts of interest may also arise when a director, officer or employee, or a member of his or her family, receives improper personal benefits, including loans, as a result of his or her position in the Company¹.

It is almost always a conflict of interest for a Company employee to work simultaneously for a competitor, customer or supplier. Company employees are not allowed to work for a competitor as a consultant or board member. The best policy is to avoid any direct or indirect business connection with our customers, suppliers or competitors, except on behalf of the Company.

¹ Loans to directors and executive officer may also be forbidden under applicable law.

Conflicts of interest may not always be clear-cut. If you have a question, you should consult with higher levels of management. Any director, officer or employee who becomes aware of a conflict or potential conflict should bring it to the attention of a supervisor, manager or other appropriate personnel or should consult the procedures described in Section XIV below.

III. INSIDER TRADING

Employees who have access to confidential information are not permitted to use or share that information for stock trading purposes or for any other purpose except the conduct of the business of the Company. All nonpublic information about the Company should be considered confidential. To use nonpublic information for personal financial benefit or to “tip” others who might make an investment decision on the basis of this information is not only unethical but also illegal. If you have any questions, please consult Ms. Sigal Russo, Chief Financial Officer, at info@owcpharma.com.

IV. CORPORATE OPPORTUNITIES

Employees, officers and directors are prohibited, without the express consent of the Board of Directors, from taking for themselves personally opportunities that are discovered through the use of Company property, information or position. No employee may use Company property, information or position for improper personal gain and no employee may compete with the Company directly or indirectly. Directors, officers and employees owe a duty to the Company to advance the legitimate interests of the Company when the opportunity to do so arises.

V. COMPETITION AND FAIR DEALING

We seek to outperform our competition fairly and honestly. We seek competitive advantages through superior performance, never through unethical or illegal business practices. Stealing proprietary information, possessing trade secret information obtained without the owner’s consent or inducing the disclosures of proprietary information or trade secrets by past or present employees of other companies is prohibited. Each employee should endeavor to respect the rights of and deal fairly with the customers, suppliers, competitors and employees of the Company. No employee should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other intentional practice that may constitute unfair dealing.

To maintain the valuable reputation of the Company, compliance with our quality processes and safety requirements is essential. In the context of ethics, quality requires that our products and services be designed and manufactured to meet our obligations to customers.

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The purpose of business entertainment and gifts in a commercial setting is to create goodwill and sound working relationships, not to gain unfair advantage with customers. No gift or entertainment should ever be offered, given, provided or accepted by any director, officer or employee of the Company, or by any family member of a director, officer, employee or agent, unless it (1) is not a cash gift, (2) is consistent with customary business practices, (3) is not excessive in value, (4) cannot be construed as a bribe or payoff and (5) does not violate any laws or regulations. Please discuss with your supervisor or manager any gifts or proposed gifts if you are uncertain whether they are appropriate.

VI. DISCRIMINATION AND HARASSMENT

The diversity of our employees is a tremendous asset. We are firmly committed to providing equal opportunity in all aspects of employment and will not tolerate any illegal discrimination or harassment of any kind. Examples include derogatory comments based on racial or ethnic characteristics and unwelcome sexual advances. If you have any questions, please consult the Chief Financial Officer, Ms. Sigal Russo at info@owcpharma.com.

VII. HEALTH AND SAFETY

The Company strives to provide each employee with a safe and healthy work environment. Each employee is responsible for maintaining a safe and healthy workplace for all employees by following safety and health rules and practices and reporting accidents, injuries and unsafe equipment, practices or conditions.

Violence and threatening behavior are not permitted. Employees should report to work in condition to perform their duties, free from the influence of alcohol or illegal drugs. The use of alcohol or illegal drugs in the workplace will not be tolerated.

VIII. RECORDKEEPING

The Company requires honest and accurate recording and reporting of information in order to make responsible business decisions. For example, only the true and actual number of hours worked by an employee should be reported.

Many employees regularly use business expense accounts. These accounts must be documented and recorded accurately. If you are not sure whether a certain expense is legitimate, ask your supervisor or manager.

All Company books, records, accounts and financial statements must be maintained in reasonable detail, must appropriately reflect Company transactions and must conform to both applicable legal requirements and the system of internal controls of the Company. Unrecorded or “off the books” funds or assets should not be maintained unless permitted by applicable law or regulation.

Business records and communications often become public, and we should avoid exaggeration, derogatory remarks, guesswork or inappropriate characterizations of people and companies that may be misunderstood. This principle applies equally to e-mail, internal memoranda and formal reports.

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Records should be retained or destroyed in accordance with Company policy, as in effect from time to time. If you have any questions, please consult the Chief Financial Officer, Ms. Sigal Russo at info@owcpharma.com.

IX. CONFIDENTIALITY

Each employee must maintain the confidentiality of confidential information entrusted to him or her by the Company or its customers, except when disclosure is authorized by your supervisor, or required by law or regulations. Confidential information includes all nonpublic information that, if disclosed, might be useful to competitors or harmful to the Company or its customers. It also includes information that suppliers and customers have entrusted to us.

Employees are required to execute a standard form confidentiality agreement upon employment and from time to time during the course of employment. The obligation to preserve confidential information continues even after employment ends.

X. PROTECTION AND PROPER USE OF COMPANY ASSETS

All employees should endeavor to protect Company assets and to ensure their efficient use. Theft, carelessness and waste have a direct impact on profitability. Any suspected incident of fraud or theft should be immediately reported for investigation. Except for incidental personal use, Company equipment should not be used for purposes that do not relate to Company business.

The obligation of employees to protect Company assets includes its proprietary information. Proprietary information includes intellectual property, such as trade secrets, patents, trademarks and copyrights, as well as business, marketing and service plans, engineering and manufacturing ideas, designs, databases, records, salary information and any unpublished financial data and reports. Unauthorized use or distribution of this information is a violation of Company policy. It may also be illegal, may result in civil and criminal penalties and may subject a director, officer or employee to discipline, up to and including termination for cause.

XI. PAYMENTS TO GOVERNMENTAL PERSONNEL

The Foreign Corrupt Practices Act prohibits giving anything of value, directly or indirectly, to officials of foreign governments or foreign political candidates in order to obtain or retain business. The Company strictly prohibits the making of illegal payments to government officials of any country. If you have any questions, please consult the Chief Financial Officer, Ms. Sigal Russo, at info@owcpharma.com.

The United States government has a number of laws and regulations regarding business gratuities that may be accepted by US government personnel. The promise, offer or delivery to an official or employee of the US government of a gift, favor or other gratuity in violation of these rules violates Company policy and may be a criminal offense. State and local governments may have similar rules. If you have any questions, please consult the Chief Financial Officer, Ms. Sigal Russo at info@owcpharma.com.

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XII. WAIVERS OF THIS CODE OF BUSINESS CONDUCT AND ETHICS

Any waiver of this Code with respect to a director or executive officer of the Company may be made only by the Board of Directors or a committee of the Board of Directors. Any such waiver will be promptly disclosed to the extent required by law or regulation.

XIII. REPORTING ILLEGAL OR UNETHICAL BEHAVIOR

Employees are encouraged to talk to supervisors, managers or other appropriate personnel about observed illegal or unethical behavior and about the best course of action in a particular situation. The Company will not retaliate or condone retaliation against employees who report possible misconduct by others in good faith. Employees are expected to cooperate in internal investigations of misconduct.

XIV. COMPLIANCE PROCEDURES

We must all work to ensure prompt and consistent action against violations of this Code.

A. Company Employees

In some situations it is difficult to determine the proper course of action. Since we cannot anticipate every situation that may arise, it is important for the Company to set forth a general way to approach a new question or problem. These are the steps to keep in mind:

● Make sure you have all of the facts. In order to reach the right solutions, you must be as fully informed as possible.

● Ask yourself what you are specifically being asked to do. This analysis will enable you to focus on the specific issues that are raised and the available alternatives. Use your judgment and common sense. If something seems unethical or improper, it may well be.

● Clarify your responsibility and role. In most situations, there is shared responsibility. Are your colleagues informed? It may help to get others involved and to discuss the problem.

● Discuss the problem with your supervisor or manager. This approach is best in most if not all situations. Your supervisor or manager may be more knowledgeable about the issue and will appreciate being brought into the process. It is a supervisor’s or manager’s responsibility to help you to solve problems.

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● Seek help from Company resources. In the rare instance in which it may not be appropriate to discuss an issue with your supervisor or manager, or in which you feel uncomfortable approaching your supervisor or manager, discuss the problem with the CFO, Ms. Sigal Russo at info@owcpharma.com.

● You may report ethical violations in confidence and without fear of retaliation. If your situation requires that your identity be kept secret, the Company will protect your anonymity. The Company does not permit retaliation of any kind against employees for good faith reports of ethical violations. Ask first. If you are unsure of the proper course of action, seek guidance before you act.

B. Company Supervisors and Managers

● Compliance certification. All Company supervisors and managers, which includes any Company employee, agent or representative (including consultants) who oversees at least one employee, agent or representative (including consultants), shall be responsible for the enforcement of and compliance with this Code, including necessary distribution (if requested) to ensure employee, agent and representative knowledge and compliance. Appropriate management may periodically be required to certify compliance with this Code. Any false certification, without exception, will be dealt with severely.

● Advise employees. Supervisors and managers should advise employees of their reporting obligation and encourage employees to report any prohibited or unlawful activities of which they are aware. Supervisors and managers should advise employees that the Company does not permit retaliation of any kind against employees for good faith reports of ethical violations.

● You may report ethical violations in confidence and without fear of retaliation. If your situation requires that your identity be kept secret, the Company will protect your anonymity. The Company does not permit retaliation of any kind against supervisors and managers for good faith reports of ethical violations.

● Management reporting requirements. Any supervisor or manager having knowledge of any prohibited or unlawful acts or any allegations of fraud or improper behavior must promptly report such matters to the Chief Financial Officer, Ms. Sigal Russo at info@owcpharma.com. Supervisors and managers should never assume that someone else has reported a prohibited or unlawful act or any allegation of fraud or improper behavior.

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EX-31.1

Exhibit 31.1

CERTIFICATION PURSUANT TO

RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Mordechi Bignitz, certify that:

1.	I have reviewed this Annual Report on Form 10-K/A of OWC Pharmaceutical Research Corp.; and
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

Date: April 30, 2019	By:	/s/ Mordechi Bignitz
		Mordechi Bignitz
		Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION PURSUANT TO

RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Sigal Russo, certify that:

1.	I have reviewed this Annual Report on Form 10-K/A of OWC Pharmaceutical Research Corp.; and
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

Date: April 30, 2019	By:	/s/ Sigal Russo
		Sigal Russo
		Chief Financial Officer