My only allowed post today at the other board was removed

Quote:

Dear Mr. Kenneth Koch,

I am a shareholder of OWC Pharmaceutical Research Corp., trading as OWCP on the OTC exchange.

My understanding is that you and your firm are providing legal services to the company. I would assume that you are duly licensed to practice law. I say this with all due respect because for many years OWC Pharma engaged the services of a disbarred lawyer by the name of Richard Rubin. Mr. Rubin was referred to me by the company’s representatives Amir Uziel and Jeff Smurlick. I required the services of Mr. Rubin, specifically an opinion letter, in order to remove the restrictive legend from shares that I purchased as part of the company’s efforts in 2017 to raise funds. The shares were held by the company’s transfer agent, V-Stock Transfer. Transferring the shares to my trading account after the 6 month restrictive period proved to be impossible. This was mostly due to the added restrictions that V-Stock Transfer imposed, and partly due to the fact my broker RBC Investing, wasn’t about to compromise how they conduct their business. In order to facilitate the transfer, the afore-mentioned disbarred lawyer also had to provide an opinion letter to RBC. As it turns out this took almost a year to resolve, and not after the intervention of a consumer advocate. Meanwhile the company did absolutely nothing to help and facilitate the transfer, even though they promised that they would.

The SEC fraud case against Jeffrey Friedland made reference to a “disbarred lawyer”. I put two and two together and after some effort I was able to confirm that Richard Rubin had indeed been disbarred since 1995. On March 9, 2018 I sent an email (found below) to Yossi Dagan, the previous CFO advising him about my findings. Mr. Dagan acted surprised that all these years the company had been dealing with a disbarred lawyer. In a telephone conversation he said not to worry because they were now in the process of engaging the services of your law firm. When confronted, their standard reply to any of the well known and documented failures of the past, were to suggest that they were somehow also victims. They also went out of their way to say that the high caliber of the new management would not repeat the mistakes made in the past. Of course, Mr. Dagan glossed over the fact that some of the past management, including Mordechai Bignitz and Alon Sinai, had been in fact a constant since the inception of the company.

Speaking of management, apparently nothing has changed! From our vantage point as shareholders, it looks like the company has digressed with even more egregious mistakes being committed. Just over a year ago at the Wall Street Conference, Dr. Stanley Hirsch promised that given their new management team and considering what the company had already achieved so far, they would be “building massive .value for its shareholders”. He also went on to say that the company was looking for needed capital to further their research. What Dr. Hirsch should have said is that they were about to venture into a mission that was guaranteed to destroy shareholder value. As they say actions speak louder than words, and sometimes the best deal that one can make is the one that they don’t consummate. The $5 million loan agreement with Discovery guaranteed that they were headed to an ill advised mission that would keep on eroding any shareholder value that might have been left. One did not have to be a genius to arrive at this conclusion. To put it mildly, the agreement was toxic.

In an email that I sent to Yossi Dagan on May 10, 2018, I pointed out not only several errors in the loan agreement, but I also highlighted the “triggering events” within the agreement. Did anybody bother to read it? The most obvious triggering event that they should have addressed was Dr. Baruch and the possible legal issues that he might have to face. Sure enough, that’s exactly what came to pass. As a result, the company now was forced to pay Discovery bonus shares at a much greater discount. Anyone with any degree of competence should have picked up on this and dealt with it before the agreement was executed.

As a result of mismanagement, the company is now asking shareholders to support their proposal to implement a reverse split at some point before the end of the year, on terms yet to be defined but within a range of 1:2 to 1:500. Yes, Dr. Hirsch, is indeed asking shareholders to issue the company a blank cheque. The vast majority of shareholders have lost confidence in the current management group. History tells us that whatever it is that they will do, it will not be in the best interests of its long-suffering loyal shareholders. Their lack of communication with shareholders is so quiet that it is deafening. With regards to the proposed R/S the company wasted $7,500 for solicitation purposes to engage the services of a company and individual that was as clueless as a doorknob, who knows nothing about the company. In an effort to enhance their chances of getting approval to their R/S proposal the company also cooked up an ESOP that was backdated to February 5, 2019, strategically dated the day before the shareholders of record date of February 6, 2019. But it was not announced until some 5 weeks later in March. Not only was this a devious attempt at stacking the deck in their favour, it also brings into question legality and ethical issues.

Suffice it to say that the above sentiments are shared by an overwhelming number of shareholders. I would respectfully request that management re-thinks what their next moves are going to be. A significant shareholder made the comment that OWC has already fumbled the ball a few too many times in the end-zone. If not strictly illegal, they are certainly walking an ethical tightrope. All that one needs to do is to look at the circus atmosphere and the fraudulent pump and dump activity by the company’s past advisors. They may try to deny this all they want, but there should be zero doubt that management has been complicit to what was going on, or they were being grossly negligent, naive, or both. This is the history and legacy of the company. Going forward I trust that they will be very careful on how they proceed.

This email is being sent with the support of numerous shareholders that like me are heavily invested in the company and that are just as concerned with the direction the company is taking, and with their utter disdain towards us. The management has shown no respect for the fact that we the shareholders are the foundation of the company. I am directing this email to you because it seems the company has now made the decision to stop communicating with its shareholders, even when all we want to do is help. I kindly ask that you bring this email to management’s attention. Ultimately, we all want the company to succeed, to prove us wrong and to make us proud.

Respectfully,