One World Products, Inc S-1/A, filed Feb 5, 2024
One World Products, Inc. (OWPC)
As filed with the Securities and Exchange Commission on February 5, 2024
Registration No. 333-276662
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
Amendment No. 1 to
Form S-1
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
One World Products, Inc.
(Exact name of Registrant as specified in its charter)
| Nevada | 2834 | 61-1744826 | ||
(State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
6605 Grand Montecito Pkwy, Suite 100, Las Vegas, Nevada 89149
(800) 605-3210
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
Isiah L. Thomas III
Chief Executive Officer
6605 Grand Montecito Pkwy, Suite 100, Las Vegas, Nevada 89149
(800) 605-3210
(Name, address, including zip code, and telephone number, including area code, of agent for service)
with a copy to:
Alison Newman, Esq.
Laura M. Holm, Esq
Fox Rothschild LLP
100 Park Avenue
New York, NY 10017
(212) 878-7951
As soon as practicable after the effective date of this registration statement.
(Approximate date of commencement of proposed sale to the public)
If
any securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the
following box: ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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 2-2 of the Exchange Act.
| Large accelerated filer ☐ | Accelerated filer ☐ |
| Non-accelerated filer ☒ | Smaller reporting company ☒ |
| 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 to Section 7(a)(2)(B) of the Securities Act. ☐
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall hereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
One World Products Inc is filing this Amendment No. 1 (“Amendment”) to its Registration Statement on Form S-1 (File No. 333-276662) (the ‘‘Registration Statement”) as an exhibits-only filing. Accordingly, this Amendment consists only of the facing page, this explanatory note, Item 16(a) of Part II of the Registration Statement, the signature page to the Registration Statement and the exhibits filed herewith. The prospectus is unchanged and therefore has been omitted from this filing.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
| (a) | Exhibits. The following exhibits are filed herewith: |
| II-1 |
+ Indicates management contract or compensatory plan
* Filed herewith
** Previously filed
| II-2 |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in Las Vegas, State of Nevada, on February 5, 2024.
| One World Products, Inc. | ||
| By: | /s/ Isiah L. Thomas III | |
| Isiah L. Thomas III, Chief Executive Officer | ||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates stated:
| Signature | Title | Date | ||
| /s/ Isiah L. Thomas III | Chief Executive Officer and Chairman | |||
| Isiah L. Thomas III | (Principal Executive Officer and Financial Officer) | February 5, 2024 | ||
| /s/ Dr. Kenneth Perego, II | Vice Chairman of the Board | |||
| Dr. Kenneth Perego, II | February 5, 2024 | |||
| /s/ Timothy Woods | ||||
| Timothy Woods | Chief Financial Officer | February 5, 2024 | ||
| /s/ Terry L. Buffalo | ||||
| Terry L. Buffalo | Director | February 5, 2024 | ||
| /s/ Joerg Sommer | ||||
| Joerg Sommer | President | February 5, 2024 |
| II-3 |
Exhibit 5.1
101 Park Avenue, 17th Floor
New York, NY 10178
Tel 212.878.7900 Fax 212.692.0940
www.foxrothschild.com
February 5, 2024
One
World Products, Inc.
6605 Grand Montecito Parkway, Suite 100
Las Vegas, Nevada 89149
Re: Common Stock of One World Products, Inc. Registered on Form S-1 Registration Statement filed with the SEC on January 23, 2024, as amended on February 5, 2024 (File No. 333-276662) (the “Registration Statement”)
Ladies and Gentlemen:
We have acted as counsel to One World Products, Inc., a Nevada corporation (the “Company”), in connection with the Company’s registration of 21,366,700 shares (the “Shares”) of common stock of the Company, par value $0.001 per share (the “Common Stock”), to be sold by the selling stockholder listed in the Registration Statement under “Selling Stockholder,” consisting of 20,000,000 shares of Common Stock issuable to the selling stockholder pursuant to the terms of the Purchase Agreement described in the Registration Statement, and 1,366,700 shares of Common Stock issuable to the selling stockholder upon conversion of Series B Preferred Stock issued to the Selling Stockholder in connection with entering into the Purchase Agreement (the “Commitment Shares”). The Shares are included in the Registration Statement filed by the Company with the Securities and Exchange Commission (the “SEC”) on January 23, 2024, as amended on February 5, 2024 (File No. 333-276662).
In connection with this opinion, we have examined and relied upon the originals, or copies certified or otherwise identified to our satisfaction, of such records, documents, certificates and other instruments as in our judgment are necessary or appropriate to enable us to render the opinions expressed below. As to certain factual matters, we have relied upon certificates of the officers of the Company and have not sought to independently verify such matters.
In rendering this opinion, we have assumed the genuineness and authenticity of all signatures on original documents; the legal capacity of all natural persons; the authenticity of all documents submitted to us as originals; the conformity to originals of all documents submitted to us as certified or photocopies; the authenticity of the originals of such latter documents; the accuracy and completeness of all documents and records reviewed by us; the accuracy, completeness and authenticity of certificates issued by any governmental official, office or agency and the absence of change in the information contained therein from the effective date of any such certificate; and the due authorization, execution and delivery of all documents where authorization, execution and delivery are prerequisites to the effectiveness of such documents.
Our opinion herein is expressed solely with respect to Chapter 78 of the Nevada (including the statutory provisions, all applicable provisions of the Nevada Constitution, and reported judicial decisions interpreting the foregoing) and is based on these laws as in effect on the date hereof. We express no opinion as to whether the laws of any jurisdiction are applicable to the subject matter hereof. We are not rendering any opinion as to compliance with any federal or other state law, rule, or regulation relating to securities, or to the sale or issuance thereof.
On the basis of the foregoing and in reliance thereon, and subject to the qualifications herein stated, we are of the opinion that the Shares have been duly authorized and that (i) the 20,000,000 Shares issuable pursuant to the Purchase Agreement, when issued and sold by the Company and delivered by the Company against payment therefor, in accordance with the Purchase Agreement in the manner described in the Registration Statement, will be validly issued, fully paid and non-assessable, and (ii) upon conversion of the Commitment Shares, the 1,366,700 shares of Common Stock included in the Shares will be duly and validly issued and fully paid and nonassessable.
This opinion is rendered only to you and is solely for your benefit in connection with the Registration Statement and may be relied upon by and persons entitled to rely upon it pursuant to the applicable provisions of the Securities Act of 1933, as amended (“Act”). This opinion letter has been prepared for your use in connection with the registration of the Shares pursuant to the Registration Statement, speaks as of the date the Registration Statement becomes effective, and we assume no obligation to advise you of any changes in the foregoing subsequent to that date.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the SEC thereunder. This opinion is expressed as of the date hereof, and we disclaim any undertaking to advise you of any subsequent changes in the facts stated or assumed herein or of any subsequent changes in applicable law.
Very truly yours,
Fox Rothschild LLP
Exhibit 10.23
One World Products, Inc.
3471 W. Oquendo Road, Suite 301
Las Vegas, NV 89118
February 14, 2022
Timothy Woods
8191 Quinn Terrace
Vienna, VA 22180
Dear Mr. Woods:
We are pleased to confirm the terms of your employment with One World Products, Inc. (the “Company”), effective February 14, 2022 (the “Effective Date”). The details of your employment are as follows:
| Title; Duties: | You will be employed as the Company’s Chief Financial Officer, performing such duties as are normally associated with this position and as may be assigned to you from time to time by the Board of Directors of the Company and the Company’s CEO. While serving as CFO, you will report directly to the CEO and the Company’s Board of Directors (the “Board”). | |
| At-Will Employment: | Your employment will be at-will, meaning you or the Company can terminate the employment relationship between you and the Company at any time. | |
| Compensation: | You will be paid an annual base salary in the amount of $90,000. Your base salary and performance will be reviewed by the Board on an annual basis, and may be adjusted upward, but not downward, in the sole discretion of the Board based on such review. Your annual salary will be paid in accordance with the Company’s regular payroll practices. | |
| Expenses: | You will be reimbursed for all reasonable out-of-pocket business expenses incurred by you while employed by the Company in the performance of your services up to $2,000 per month upon submission of expense statements, invoices or such other supporting information as the Board may reasonably require. Additional expenses must be approved in advance. | |
| Benefits: | You shall be entitled to participate in and be provided with such benefit plans and programs offered to and or made available to the Company’s employees from time to time. |
| Personnel Policies: | Your employment is subject to the Company’s personnel policies and procedures as they may be adopted, interpreted or revised from time to time in the Company’s sole discretion. | |
| Location: | Your place of employment may be at your home address if you so elect. | |
| No Conflict Representation: | You hereby represent that the provision of services by you to the Company does not and will not breach any agreement with any current or former employer. | |
| Confidential Information Obligations: | You and the Company will enter into a Confidential Information Agreement that contains provisions that will survive termination or expiration of this letter agreement. |
Nothing other than an express written agreement signed by both parties may modify any term of this letter agreement. This letter agreement shall be governed by and construed and interpreted in accordance with the laws of the State of Nevada without reference to principles of conflicts of law.
Please sign this letter agreement to acknowledge your acceptance and agreement to the terms herein. We look forward to working with you and expect that you will be a great asset to our team.
| Sincerely, | ||
| ONE WORLD PRODUCTS, INC. | ||
| By: | /s/ Isiah L. Thomas III | |
| Name: | Isiah L. Thomas III | |
| Title: | Chief Executive Officer | |
Acknowledged and agreed
this 15th day of February, 2022:
| /s/ Timothy Woods | |
| Timothy Woods |