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: |
| Exhibit |
|
Description |
| 2.1 |
|
Agreement and Plan of Merger dated February 21, 2019, among the Registrant, OWP Merger Subsidiary Inc. and OWP Ventures, Inc. (incorporated by reference to Exhibit 2.1 of the Form 8-K filed with the Securities and Exchange Commission by One World Pharma, Inc. on February 25, 2019) |
| 2.2 |
|
Agreement and Plan of Merger dated October 11, 2021, between One World Pharma, Inc. and One World Products, Inc. (incorporated by reference to Exhibit 2.1 of the Form 8-K filed with the Securities and Exchange Commission by One World Pharma, Inc. on November 30, 2021) |
| 2.3 |
|
Articles of Merger Pursuant to NRS 92A.200 as filed with the Nevada Secretary of State on November 23, 2021 (incorporated by reference to Exhibit 2.1 of the Form 8-K filed with the Securities and Exchange Commission by One World Pharma, Inc. on November 30, 2021) |
| 3.1 |
|
Articles of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 of the Registrant’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on November 24, 2014) |
| 3.2 |
|
Certificate of Amendment to Articles of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 8, 2019) |
| 3.3 |
|
Certificate of Amendment to Articles of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 25, 2020) |
| 3.4 |
|
Certificate of Designation of Series A Preferred Stock of the Registrant dated June 1, 2020 (incorporated by reference to Exhibit 3.4 of the Registrant’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on June 26, 2020) |
| 3.5 |
|
Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 of the Registrant’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on November 24, 2014) |
| 3.6 |
|
Certificate of Designation of Series B Preferred Stock of the Registrant dated February 2, 2021 (incorporated by reference to Exhibit 3.1 of the Registrant’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on February 8, 2021) |
| 3.7 |
|
Certificate of Amendment to Certificate of Designation of the Series B Preferred Stock of One World Products, Inc., Pursuant to NRS 78.1955, filed with the Secretary of State of the State of Nevada on August 2, 2022. (incorporated by reference to Exhibit 3.1 of the Form 8-K filed with the Securities and Exchange Commission by One World Pharma, Inc. on August 4, 2022) |
| 4.1 |
|
Description
of Securities (incorporated by reference to Exhibit 4.1 of the Registrant’s Annual Report on Form 10-K filed
with the Securities and Exchange Commission on April 15, 2021) |
| 4.2 |
|
Promissory Note of One World Pharma, Inc. in the Principal Amount of $290,000 issued to AJB Capital Investments LLC, dated January 20, 2021 (incorporated by reference to Exhibit 4.1 of the Form 8-K filed with the Securities and Exchange Commission by One World Pharma, Inc. on January 25, 2021) |
| 4.3 |
|
Promissory Note of One World Pharma, Inc. in the principal amount of $750,000 issued to AJB Capital Investments LLC, dated September 24, 2021 (incorporated by reference to Exhibit 4.1 of the Form 8-K filed with the Securities and Exchange Commission by One World Pharma, Inc. on September 27, 2021) |
| 4.4 |
|
Common Stock Purchase Warrant to purchase 1,500,000 shares of common stock of One World Pharma, Inc. issued to AJB Capital Investments LLC, dated September 24, 2021 (incorporated by reference to Exhibit 4.2 of the Form 8-K filed with the Securities and Exchange Commission by One World Pharma, Inc. on September 27, 2021) |
| 4.5 |
|
Common Stock Purchase Warrant to purchase 2,000,000 shares of common stock of One World Pharma, Inc. issued to AJB Capital Investments LLC, dated September 24, 2021 (incorporated by reference to Exhibit 4.3 of the Form 8-K filed with the Securities and Exchange Commission by One World Pharma, Inc. on September 27, 2021) |
| 5.1* |
|
Opinion of Fox Rothschild LLP. |
| 10.1 |
|
Promissory Note between OWP Ventures, Inc. and Dr. Kenneth Perego, II, dated December 29, 2021 (incorporated by reference to Exhibit 10.1 of the Form 10-K filed with the Securities and Exchange Commission by One World Pharma, Inc. on April 15, 2022). |
| 10.2 |
|
Addendum to Commercial Lease dated November 1, 2021, between Ripper Series, LLC and OWP Ventures, Inc. (incorporated by reference to Exhibit 10.2 of the Form 10-K filed with the Securities and Exchange Commission by One World Pharma, Inc. on April 15, 2022). |
| 10.3 |
|
Commercial Lease dated December 2, 2018, between Larry R. Haupert dba Rexco and One World Pharma S.A.S. (incorporated by reference to Exhibit 10.3 of the Form 8-K filed with the Securities and Exchange Commission by One World Pharma, Inc. on February 25, 2019) |
| 10.4 |
|
Commercial Lease dated October 16, 2018, between Ripper Series, LLC and OWP Ventures, Inc. (incorporated by reference to Exhibit 10.4 of the Form 8-K filed with the Securities and Exchange Commission by One World Pharma, Inc. on February 25, 2019) |
| 10.5+ |
|
One World Pharma, Inc. 2019 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 25, 2020) |
| 10.6+ |
|
Form of Stock Option Grant Notice for grants under the 2019 Stock Incentive Plan (incorporated by reference to Exhibit 10.2 of the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 25, 2020) |
| 10.7+ |
|
Form of Option Agreement for grants under the 2019 Stock Incentive Plan (incorporated by reference to Exhibit 10.3 of the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 25, 2020) |
| 10.8 |
|
Promissory Note dated May 4, 2020, made by OWP Ventures, Inc. in favor of Customers Bank (incorporated by reference to Exhibit 10.1 of the Form 8-K filed with the Securities and Exchange Commission by One World Pharma, Inc. on May 8, 2020) |
| 10.9 |
|
Letter Agreement, dated May 28, 2021, between One World Pharma, Inc. and Vahé Gabriel (incorporated by reference to Exhibit 10.1 of the Form 8-K filed with the Securities and Exchange Commission by One World Pharma, Inc. on June 3, 2021) |
| 10.10+ |
|
Letter Agreement between One World Pharma, Inc. and Isiah L. Thomas, III, dated June 3, 2020 (incorporated by reference to Exhibit 10.2 of the Form 8-K filed with the Securities and Exchange Commission by One World Pharma, Inc. on June 9, 2020) |
| 10.11 |
|
Securities Purchase Agreement, dated as of January 20, 2021, between One World Pharma, Inc. and AJB Capital Investments LLC (incorporated by reference to Exhibit 10.1 of the Form 8-K filed with the Securities and Exchange Commission by One World Pharma, Inc. on January 25, 2021) |
| 10.12 |
|
Security Agreement, dated as of January 20, 2021, between One World Pharma, Inc. and AJB Capital Investments LLC (incorporated by reference to Exhibit 10.2 of the Form 8-K filed with the Securities and Exchange Commission by One World Pharma, Inc. on January 25, 2021) |
| 10.13 |
|
Securities Purchase Agreement, dated as of February 7, 2021, between One World Pharma, Inc. and ISIAH International LLC (incorporated by reference to Exhibit 10.1 of the Form 8-K filed with the Securities and Exchange Commission by One World Pharma, Inc. on February 8, 2021) |
| 10.14 |
|
Securities Purchase Agreement, dated September 24, 2021, between One World Pharma, Inc. and AJB Capital Investments LLC (incorporated by reference to Exhibit 10.1 of the Form 8-K filed with the Securities and Exchange Commission by One World Pharma, Inc. on September 27, 2021) |
| 10.15 |
|
Security Agreement, dated September 24, 2021, between One World Pharma, Inc. and AJB Capital Investments LLC (incorporated by reference to Exhibit 10.2 of the Form 8-K filed with the Securities and Exchange Commission by One World Pharma, Inc. on September 27, 2021) |
| 10.16 |
|
Form
of Demand Note between One World Pharma, Inc. and Isiah L. Thomas, III, dated December 16, 2020 (incorporated by reference to Exhibit
10.14 of the Registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on April
15, 2021) |
| 10.17 |
|
Purchase Agreement, dated September 1, 2022, between One World Products, Inc. and Tysadco Partners, LLC (incorporated by reference to Exhibit 10.1 of the Form 8-K filed with the Securities and Exchange Commission by One World Pharma, Inc. on September 7, 2022) |
| 10.18 |
|
Securities Purchase Agreement, dated September 1, 2022, between One World Products, Inc. and Tysadco Partners, LLC (incorporated by reference to Exhibit 10.1 of the Form 8-K filed with the Securities and Exchange Commission by One World Pharma, Inc. on September 7, 2022). |
| 10.19 |
|
Registration Rights Agreement, dated September 1, 2022, between One World Products, Inc. and Tysadco Partners, LLC (incorporated by reference to Exhibit 10.1 of the Form 8-K filed with the Securities and Exchange Commission by One World Pharma, Inc. on September 7, 2022). |
| 10.20 |
|
Convertible
Promissory Note Purchase Agreement, dated September 16, 2022, between One World Products, Inc. and Dr. John McCabe (incorporation
be reference to Exhibit 10.15 of the form 10-Q filed with the Securities and Exchange Commission on November 14, 2022) |
| 10.21 |
|
Convertible
Note, dated September 16, 2022, between One World Products, Inc. and Dr. John McCabe (incorporation
be reference to Exhibit 10.16 of the form 10-Q filed with the Securities and Exchange Commission
on November 14, 2022)
|
| 10.22+ |
|
Offer Letter dated April 25, 2023 by and between the Company and Joerg Sommer (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on June 1, 2023)
|
| 10.23*+ |
|
Offer Letter dated February 14,
2022 by and between the Company and Timothy Woods |
| 14.1 |
|
One World Pharma, Inc. Code of Business Conduct and Ethics (incorporated by reference to Exhibit 14.1 of the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 25, 2020) |
| 21.1 |
|
Subsidiaries (incorporated by reference to Exhibit 21.1 of the Form 10-K filed with the Securities and Exchange Commission by One World Pharma, Inc. on April 15, 2022). |
| 23.1** |
|
Consent
of M&K CPAS PLLC (incorporated by reference to Exhibit 23.1 in the Company’s Registration Statement on Form S-1, File No.
333-276662 (“Registration Statement”). filed with the SEC on January 23, 2024). |
| 23.2* |
|
Consent of Fox Rothschild LLP (included in Exhibit 5.1) |
| 24.1** |
|
Power of Attorney (included in the signature page to the Company’s Registration Statement on Form S-1, File No. 333-276662, filed with the SEC on January 23, 2024) |
| 101.INS** |
|
XBRL
Instance Document |
| 101.SCH** |
|
XBRL
Schema Document |
| 101.CAL** |
|
XBRL
Calculation Linkbase Document |
| 101.DEF** |
|
XBRL
Definition Linkbase Document |
| 101.LAB** |
|
XBRL
Labels Linkbase Document |
| 101.PRE** |
|
XBRL
Presentation Linkbase Document |
| 107** |
|
Filing Fee Table (incorporated by reference to Exhibit 107 in the Company’s Registration Statement on Form S-1, File No. 333-276662, filed with the SEC on January 23, 2024). |
+ Indicates management contract or compensatory
plan
*
Filed herewith
** Previously filed
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 |