Current Report Filing (8-k)
June 17 2015 - 5:08PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
8-K
CURRENT
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): June 12, 2015
RICH
PHARMACEUTICALS, INC.
(Exact
name of registrant as specified in its charter)
NEVADA |
|
000-54767 |
|
46-3259117 |
(State
or other jurisdiction of
incorporation
or organization) |
|
Commission
file number |
|
(IRS
Employer
Identification
No.) |
9595
Wilshire Blvd, Suite 900
Beverly
Hills, CA 90212
(Address
of principal executive offices)
(323)
424-3169
(Registrant’s
telephone number)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
¨ |
Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ |
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ |
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ |
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item
3.02 Unregistered
Sales of Equity Securities
On
June 16, 2015, the Company issued 113,041,667 shares of Company common stock to satisfy the conversion of $13,565.00 of a convertible
note payable with KBM Worldwide, Inc.
On
June 12, 2015, the Company issued 94,260,947 shares of Company common stock to satisfy the conversion of $9,897.40 of a convertible
note payable with JSJ Investments, Inc.
The
above-referenced issuances of shares were made in reliance on the exemption provided by Section 4(2) of the Securities Act for
the offer and sale of securities not involving a public offering. The Company's reliance upon Section 4(2) of the Securities Act
in issuing the securities was based upon the following factors: (a) the issuance of the securities was an isolated private transaction
by us which did not involve a public offering; (b) there was only a one investor who was an accredited investor; (c) there were
no subsequent or contemporaneous public offerings of the securities by us; (d) the securities were not broken down into smaller
denominations; and (e) the issuance of shares was pursuant to a convertible note payable which was negotiated directly between
the investor and the Company.
On
June 9, 2015, the Company issued its legal counsel, Steven James Davis, A Professional Corporation, a warrant to purchase up to
90,000,000 shares of common stock at an exercise price of $0.0002 per share which was the closing price of the Company’s
common stock on June 8, 2015. The warrants have a term of 5 years. The issuance of the warrants was made in reliance on the exemption
provided by Section 4(2) of the Securities Act for the offer and sale of securities not involving a public offering, and Regulation
D promulgated under the Securities Act of 1933, as amended (the “Securities Act”). The Company’s reliance upon
Section 4(2) of the Securities Act in issuing the securities was based upon the following factors: (a) the issuance of the securities
was an isolated private transaction by us which did not involve a public offering; (b) there was only one recipient; (c) there
were no subsequent or contemporaneous public offerings of the securities by the Company; (d) the securities were not broken down
into smaller denominations; (e) the negotiations for the issuance of the securities took place directly between the individual
and the Company; and (f) the recipient of the warrants was an accredited investor.
The
total number of outstanding shares of common stock of the Company as of June 16, 2015 after the above described issuance is 2,478,815,990.
SIGNATURE
Pursuant
to the requirements 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.
|
|
|
|
RICH
PHARMACEUTICALS, INC. |
|
|
|
|
|
|
|
|
/s/ Ben Chang |
Dated:
June 17, 2015 |
|
|
|
By: |
|
|
|
|
|
|
|
|
|
|
Ben
Chang
Chief
Executive Officer |