Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
ONE WORLD PRODUCTS INC.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
68248W108
(CUSIP Number)
John McCabe
160 Kincaid Lane
Boyce, LA 71409
With copy to:
Alison Newman, Esq.
Fox Rothschild LLP
101 Park Avenue, 17th Floor
New York, NY 10178
(212) 878-7900
(Name, Address, and Telephone Number of Person Authorized to Receive Notices and Communications)
March 15, 2021
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 68248W108 | Page 2 of 5 Pages |
| 1 | NAME OF REPORTING PERSON
John McCabe |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ (b) ☐ |
| 3 | SEC USE ONLY
|
| 4 | SOURCE OF FUNDS
PF |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Louisiana |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
15,550,180* |
| 8 | SHARED VOTING POWER
0 | |
| 9 | SOLE DISPOSITIVE POWER
15,550,180* | |
| 10 | SHARED DISPOSITIVE POWER
0 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.90% |
| 14 | TYPE OF REPORTING PERSON
IN |
*Represents 13,100,180 shares of the Company’s common stock held directly by Mr. McCabe, (ii) 150,000 shares of the Company’s common stock that are issuable upon the exercise of vested warrants held by Mr. McCabe, (iii) 300,000 shares of the Company’s common stock that may be acquired upon the conversion of Series A Preferred Stock and (iv) 2,000,000 shares of the Company’s common stock that may be acquired upon the conversion of the Company’s Series B Preferred Stock.
| CUSIP No. 68248W108 | Page 3 of 5 Pages |
| ITEM 1. | SECURITY AND ISSUER |
This Schedule 13D is filed on behalf of John McCabe (“Mr. McCabe” or the “Reporting Person”), relating to the common stock, $0.01 par value per share (the “Common Stock”), of One World Products, Inc. (“OWP” or the “Company”).
This Schedule 13D is being filed to report the Common Stock acquired by the Reporting Persons during the period from March 15, 2021, when his beneficial ownership exceeded 5% of the Company’s issued and outstanding Common Stock, through the date hereof. The initial Schedule 13D filing and subse quent purchases of the Company’s Common Stock described herein were not made on a timely basis.
| ITEM 2. | IDENTITY AND BACKGROUND |
| (a) | This statement is being filed by Mr. McCabe. |
| (b) | The business address of the Mr. McCabe is 160 Kincaid Lane, Boyce, Louisiana 71409. |
| (c) | Mr. McCabe is a private investor. |
| (d) | During the last five years, Mr. McCabe has not been convicted in any criminal proceedings. |
| (e) | During the last five years, Mr. McCabe has not been a party to a civil proceeding of any judicial or administrative body of competent jurisdiction as a result of which he was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding of any violation with respect to such laws. |
| (f) | Mr. McCabe is a citizen of the United States of America. |
| ITEM 3. | SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION |
On March 15, 2021, Mr. McCabe purchased 20,000 shares of Series B Preferred Stock of the Company at a price of $15 per share for total proceeds of $300,000. Each share of Series B Preferred Stock converts into 100 shares of Common Stock of the Company. There were no warrants associated with this offering. Upon making this purchase, Mr. McCabe’s ownership exceeded 5% of the Company’s issued and outstanding Common Stock.
On February 14, 2023, Mr. McCabe purchased 3,000,000 shares of Common Stock of the Company from the Company at a price of $0.10 per share for total proceeds of $300,000.
Between March 15, 2021 and December 22, 2023, Mr. McCabe purchased shares of Common Stock of the Company in the open market, in the amounts and prices set forth on Schedule A attached hereto.
| ITEM 4. | PURPOSE OF TRANSACTION |
Mr. McCabe acquired the securities of the Company for investment purposes. In the future, depending on general market and economic conditions affecting the Company and other relevant factors, the Mr. McCabe may purchase additional securities of the Company or dispose of some or all of the securities he currently owns from time to time in open market transactions, private transactions or otherwise.
| CUSIP No. 68248W108 | Page 4 of 5 Pages |
Other than set forth above, Mr. McCabe does not have any other present plans or proposals that relate to or would result in any of the matters enumerated in paragraphs (a) through (j), inclusive, of Item 4 of Schedule 13D, but reserve the right, based on all relevant factors and subject to applicable law, at any time and from time to time to review or reconsider his position, change his position, take other actions (including actions that could involve one or more of the types of transactions or have one or more of the results described in paragraphs (a) through (j) of Item 4 of Schedule 13D) or formulate and implement plans or proposals with respect to any of the foregoing.
| ITEM 5. | INTEREST IN SECURITIES OF THE ISSUER |
| (a) | Mr. McCabe owns beneficially owns 15,550,180 shares of Common Stock of the Company, consisting of (i) 13,100,180 shares of Common Stock held directly by Mr. McCabe, (ii) 150,000 shares of Common Stock that are issuable upon the exercise of vested warrants held by Mr. McCabe, (iii) 300,000 shares of the Company’s Common Stock that may be acquired upon the conversion of Series A Preferred Stock and (iv) 2,000,000 shares of the Company’s Common Stock that may be acquired upon the conversion of Series B Preferred Stock. As of the date of this filing, the shares of Common Stock beneficially owned by Mr. McCabe represents approximately 18.90% of the shares of Common Stock of the Company issued and outstanding. |
| (b) | Mr. McCabe has sole voting and dispositive power over all Common Stock beneficially owned by him. |
| (c) | Mr. McCabe effected the following purchases of shares of the Company’s Common Stock on the sixty (60) days prior to and including March 15, 2021, and such transaction are the only transactions in the Shares by Mr. McCabe during the sixty days prior to and including March 15, 2021: |
| Date of Transaction | No. of Shares | Price Per Share | |||
| 1/20/2021 | 2,000 | $0.370 | |||
| 1/26/2021 | 2,000 | $0.260 |
| (d) | Not applicable. |
| (e) | Not applicable. |
| ITEM 6. | CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER |
Except as described herein, there are no contracts, arrangements, understandings, or relationships (legal or otherwise) between the Reporting Person and any person with respect to any securities of the Issuer, including but not limited to transfer or voting of any other securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies.
| ITEM 7. | MATERIAL TO BE FILED AS EXHIBITS |
None.
| CUSIP No. 68248W108 | Page 5 of 5 Pages |
Signature
After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete, and correct.
Date: January 19, 2024
| /s/ John McCabe | |
| John McCabe |
SCHEDULE A
Common Stock Purchases on the Open Market
| Purchase Date | Number of Shares | Price | ||
| March 24, 2021 | 100 | $0.28 | ||
| March 31, 2021 | 10,000 | $0.28 | ||
| May 14, 2021 | 15,000 | &#x A0; | $0.192a | |
| May 18, 2021 | 100,000 | $0.165 | ||
| June 8, 2021 | 3,609 | $0.154 | ||
| June 11, 2021 | 5,000 | $0.146 | ||
| June 14, 2021 | 27,561 | $0.15 | ||
| June 15, 2021 | 20,000 | $0.15b | ||
| June 16, 2021 | 10,000 | $0.14698c | ||
| June 18, 2021 | 10,000 | $0.148 | ||
| June 21, 2021 | 10,000 | $0.142 | ||
| June 22, 2021 | 10,000 | $0.145 | ||
| June 24, 2021 | 10,000 | $0.144 | ||
| June 25, 2021 | 10,000 | $0.142 | ||
| June 28, 2021 | 53,650 | $0.1487d | ||
| June 30, 2021 | 10,000 | $0.19 | ||
| July 20, 2021 | 9,209 | $0.155 | ||
| August 17, 2021 | 70,000 | $0.167e | ||
| August 18, 2021 | 100,000 | $0.155 | ||
| August 25, 2021 | 27,681 | $0.15 | ||
| September 8, 2021 | 100,000 | $0.136 | ||
| September 9, 2021 | 50,000 | $0.12 | ||
| December 3, 2021 | 50,000 | $0.0996f | ||
| December 10, 2021 | 50,000 | $0.09 |
The prices reported in the Price Column are a weighted average price. The Reporting Person undertakes to provide to any security holder of the Company or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (a)-(z).
a This price per share represents the weighted average price of multiple transactions on that day with prices therein ranging from $0.19 to $0.195.
b This price per share represents the weighted average price of multiple transactions on that day with prices therein ranging from $0.147 to $0.153.
c This price per share represents the weighted average price of multiple transactions on that day with prices therein r anging from $0.1469 to $0.147.
d This price per share represents the weighted average price of multiple transactions on that day with prices therein ranging from $0.145 to $0.149.
e This price per share represents the weighted average price of multiple transactions on that day with prices therein ranging from $0.162 to $0.18.
f This price per share represents the weighted average price of multiple transactions on that day with prices therein ranging from $0.0951 to $0.10.
| February 11, 2022 | 20,000 | $0.094g | ||
| February 14, 2022 | 128,695 | $0.0949h | ||
| February 15, 2022 | 154,430 | $0.1148i | ||
| February 17, 2022 | 108,350 | $0.1146j | ||
| February 18, 2022 | 50,000 | $0.112 | ||
| February 22, 2022 | 50,000 | $0.115 | ||
| February 23, 2022 | 139,065 | $0.116k | ||
| February 25, 2022 | 600,000 | $0.106l | ||
| March 2, 2022 | 61,900 | $0.094 | ||
| March 7, 2022 | 40,000 | $0.091 | ||
| March 8, 2022 | 200,000 | $0.09 | ||
| March 9, 2022 | 248,065 | $0.09 | ||
| May 3, 2022 | 264,500 | $0.089995m | ||
| May 9, 2022 | 50,000 | $0.08 | ||
| June 3, 2022 | 193,480 | $0.09 | ||
| June 6, 2022 | 181,000 | $0.106n | ||
| June 7, 2022 | 150,000 | $0.10995o | ||
| June 8, 2022 | 100,000 | $0.101p | ||
| June 9, 2022 | 100,000 | $0.108 | ||
| June 16, 2022 | 18,717 | $0.10 | ||
| June 17, 2022 | 40,000 | $0.105 | ||
| July 29, 2022 | 92,350 | $0.11997q |
g This price per share represents the weighted average price of multiple transactions on that day with prices therein ranging from $0.09 to $0.95.
h This price per share represents the weighted average price of multiple transactions on that day with prices therein ranging from $0.09 to $0.095.
i This price per share represents the weighted average price of multiple transactions on that day with prices therein ranging from $0.109 to $0.117.
j This price per share represents the weighted average price of multiple transactions on that day with prices therein ranging from $0.11 to $0.115.
k This price per share represents the weighted average price of multiple transactions on that day with prices therein ranging from $0.11 to $0.118.
l This price per share represents the weighted average price of multiple transactions on that day with prices therein ranging from $0.094 to $0.108.
m This price per share represents the weighted average price of multiple transactions on that day with prices therein ranging from $0.0899 to $0.09.
n This price per share represents the weighted average price of multiple transactions on that day with prices therein ranging from $0.103 to $0.11.
o This price per share represents the weighted average price of multiple transactions on that day with prices therein ranging from $0.1095 to $0.11.
p This price per share represents the weighted average price of multiple transactions on that day with prices therein ranging from $0.099 to $0.103.
q This price per share represents the weighted average price of multiple transactions on that day with prices therein ranging from $0.1173 to $0.12.
| August 1, 2022 | 81,500 | $0.118r | ||
| August 4, 2022 | 50,000 | $0.105 | ||
| August 9, 2022 | 40,450 | $0.10 | ||
| September 13, 2022 | 60,000 | $0.09998s | ||
| September 15, 2022 | 200,000 | $0.10 | ||
| September 19, 2022 | 5,600 | $0.089 | ||
| September 21, 2022 | 1,010 | $0.09 | ||
| October 26, 2022 | 200,000 | $0.09 | ||
| October 27, 2022 | 400,000 | $0.0825t | ||
| December 20, 2022 | 37,000 | $0.078 | ||
| January 5, 2023 | 200,000 | $0.07 | ||
| January 11, 2023 | 21,000 | $0.074 | ||
| January 12, 2023 | 195,111 | $0.07999u | ||
| January 20, 2023 | 20,000 | $0.0847v | ||
| January 24, 2023 | 100,000 | $0.08 | ||
| January 25, 2023 | 24,500 | $0.075 | ||
| January 30, 2023 | 115,000 | $0.08 | ||
| January 31, 2023 | 40,000 | $0.08 | ||
| February 1, 2023 | 87,719 | $0.08 | ||
| February 6, 2023 | 96,609 | $0.08 | ||
| February 7, 2023 | 200,000 | $0.0735w | ||
| February 8, 2023 | 100,000 | $0.068 | ||
| February 9, 2023 | 150,000 | $0.067 | ||
| February 14, 2023 | 200,000 | $0.068 | ||
| February 15, 2023 | 200,000 | $0.064 | ||
| March 6, 2023 | 100,000 | $0.073 | ||
| March 14, 2023 | 195,500 | $0.06 | ||
| June 23, 2023 | 110,000 | $0.0795x | ||
| July 7, 2023 | 104,500 | $0.08 | ||
| September 28, 2023 | 88,000 | $0.095 | ||
| October 6, 2023 | 200,000 | $0.08 | ||
| October 9, 2023 | 31,000 | $0.077 | ||
| October 10, 2023 | 24,300 | $0.077 | ||
| October 11, 2023 | 100,000 | $0.078 | ||
| October 23, 2023 | 100,000 | $0.061 | ||
| October 26, 2023 | 100,000 | $0.058 | ||
| October 30, 2023 | 100,000 | $0.04745y | ||
| November 1, 2023 | 71,000 | $0.046 | ||
| November 6, 2023 | 22,999 | $0.051 | ||
| December 15, 2023 | 300,000 | $0.051z | ||
| December 22, 2023 | 250,000 | $0.0365 |
r This price per share represents the weighted average price of multiple transactions on that day with prices therein ranging from $0.115 to $0.12.
s This price per share represents the weighted average price of multiple transactions on that day with prices therein ranging from $0.0999 to $0.10.
t This price per share represents the weighted average price of multiple transactions on that day with prices therein ranging from $0.08 to $0.085.
u This price per share represents the weighted average price of multiple transactions on that day with prices therein ranging from $0.0799 to $0.08.
v This price per share represents the weighted average price of multiple transactions on that day with prices therein ranging from $0.0845 to $0.0849.
w This price per share represents the weighted average price of multiple transactions on that day with prices therein ranging from $0.072 to $0.075.
x This price per share represents the weighted average price of multiple transactions on that day with prices therein ranging from $0.074 to $0.08.
y This price per share represents the weighted average price of multiple transactions on that day with prices therein ranging from $0.0465 to $0.0475.
z This price per share represents the weighted average price of multiple transactions on that day with prices therein ranging from $0.049 to $0.052.