Item 1.01 Entry Into a Material Definitive Agreement.

On June 25, 2016, Rich Pharmaceuticals, Inc. (the “Company”) completed a financing with LG Capital Funding, LLC (“LG”) pursuant to a Securities Purchase Agreement (the “SPA”), an 8% Convertible Redeemable Promissory Note in the principal amount of $56,000 (the “First Note”), and an 8% Convertible Redeemable Promissory Note in the principal amount of $56,000 (the “Second Note”). The First and Second Note each bear interest at the rate of 8% and must be repaid on or June 23, 2017. The First Note and Second Note may be converted by LG into shares of Company common stock at a conversion price equal to 50% of the lowest trading price during the 20-day period prior to conversion (as determined in the First Note and Second Note). The Second Note was initially paid for by the issuance of an offsetting $56,000 secured note issued to the Company by LG (the “LG Note”), provided that prior to conversion of the Second Note, LG must have paid off the LG Note in cash such that the Second Note may not be converted until it has been paid for in cash. The SPA, First Note and Second Note also contain certain representations, warranties, covenants and events of default, and increases in the amount of the principal and interest rates under the First Note and Second Note in the event of such defaults. The Company also executed a Confession of Judgment in favor of LG regarding any event of default occurring under the First Note, the Second Note and all other convertible promissory notes issued by the Company and held by LG. The foregoing is only a brief description of the material terms of the SPA, the First Note, the Second Note, the LG Note, and the Confession of Judgment and does not purport to be a complete description of the rights and obligations of the parties thereunder, and such descriptions are qualified in their entirety by reference to the agreements and their exhibits which are filed as an exhibit to this Current Report.

The issuance of the First Note and Second Note 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, 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 notes was an accredited investor.