Current Report Filing (8-k)
June 29 2015 - 4:29PM
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 22, 2015
RICH PHARMACEUTICALS, INC.
(Exact name of registrant
as specified in its charter)
NEVADA |
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000-54767 |
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46-3259117 |
(State or
other jurisdiction of
incorporation
or organization) |
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Commission file number |
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(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) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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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 22, 2015, the Company issued 123,583,333
shares of Company common stock to satisfy the conversion of $7,415.00 of a convertible note payable with KBM Worldwide, Inc.
On June 22, 2015, the Company issued 247,992,413
shares of Company common stock to satisfy the conversion of $14,383.56 of a convertible note payable with LG Capital Funding, LLC.
On June 17, 2015, the Company issued 117,500,000
shares of Company common stock to satisfy the conversion of $14,100.00 of a convertible note payable with JMJ Financial.
On June 23, 2015, the Company issued 129,200,000
shares of Company common stock to satisfy the conversion of $7,752.00 of a convertible note payable with JMJ Financial.
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.
The total number of outstanding shares of common
stock of the Company as of June 22, 2015 after the above described issuance is 3,097,091,736.
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.
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RICH PHARMACEUTICALS, INC. |
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/s/ Ben Chang |
Dated: June 29, 2015 |
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By: |
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Ben Chang
Chief Executive Officer |