UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14C
INFORMATION
STATEMENT PURSUANT TO SECTION14(c)
OF
THE SECURITIES EXCHANGE ACT OF 1934
Check
the appropriate box:
[X] Preliminary
Information Statement
[ ]
Definitive Information Statement
[
] Confidential for Use of the Commission Only (as permitted by Rule 14c-5(d)(2))
Rich
Pharmaceuticals, Inc.
(Name
of Registrant as Specified In Its Charter)
Payment
of Filing Fee (Check the appropriate box):
[X] No
fee required
[
] Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
(1)
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Title
of each class of securities to which transaction applies:
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(2)
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Aggregate number of
securities to which transaction applies:
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(3)
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Per
unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the
amount on which the filing fee is calculated and state how it was determined):
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(4)
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Proposed maximum aggregate
value of transaction:
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(5)
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Total fee paid:
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[
] Fee previously paid with preliminary materials.
[
] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule
and the date of its filing.
(1)
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Amount
previously paid:
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(2)
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Form, Schedule or
Registration Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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Rich
Pharmaceuticals, Inc.
9595
Wilshire Blvd, Suite 900
Beverly
Hills, CA 90212
Tel.
(424) 230-7001
NOTICE
OF ACTION BY WRITTEN CONSENT OF HOLDERS OF
A
MAJORITY OF THE OUTSTANDING VOTING STOCK OF RICH PHARMACEUTICALS, INC.
February
__, 2017
Dear
Rich Pharmaceuticals, Inc. Stockholder:
The
enclosed Information Statement is being distributed to the holders of record of common stock, par value $0.001 per share (“
Common
Stock
”) and Series A Preferred Stock (“
Series A Preferred
”) of Rich Pharmaceuticals, Inc., a Nevada
corporation (the “
Company
” or “
we
”), as of the close of business on February 6, 2017 (the
“
Record Date
”) under Rule 14c-2 of the Securities Exchange Act of 1934, as amended (the “
Exchange
Act
”). The purpose of the enclosed Information Statement is to inform our stockholders of action taken by written consent
by the holders of a majority of our outstanding voting stock. The enclosed Information Statement shall be considered the notice
required under Section 78.370 of the Nevada Revised Statues.
The
following action was authorized by written consent of a majority of our outstanding voting stock (the “
Written Consent
”):
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•
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Approval
of an amendment to the Company’s Articles of Incorporation (the “
Amendment
”) to increase total number
of authorized shares of our Common Stock from four billion (4,000,000,000) shares to forty billion (40,000,000,000) shares.
|
The
Written Consent constitutes the only stockholder approval required under the Nevada Revised Statues, our Articles of Incorporation
and Bylaws to approve the Amendment. Our Board of Directors is not soliciting your consent or your proxy in connection with this
action, and no consents or proxies are being requested from stockholders. The Amendment, as approved by the Written Consents,
will not become effective until 20 calendar days after the enclosed Information Statement is first mailed or otherwise delivered
to our stockholders entitled to receive notice thereof.
THIS
IS
NOT
A NOTICE OF A SPECIAL MEETING OF STOCKHOLDERS, AND NO STOCKHOLDER MEETING WILL BE HELD TO CONSIDER ANY MATTER DESCRIBED
HEREIN. THIS INFORMATION STATEMENT IS BEING FURNISHED TO YOU SOLELY FOR THE PURPOSE OF INFORMING STOCKHOLDERS OF THE MATTERS DESCRIBED
HEREIN PURSUANT TO SECTION 14(C) OF THE EXCHANGE ACT AND THE REGULATIONS PROMULGATED THEREUNDER, INCLUDING REGULATION 14C.
WE
ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY
.
By
order of the Board of Directors
/s/
Ben Chang
Ben
Chang
Chief
Executive
Officer
and Director
Rich
Pharmaceuticals, Inc.
9595
Wilshire Blvd, Suite 900
Beverly
Hills, CA 90212
Tel.
(424) 230-7001
_____________________________________________________________________________________________
INFORMATION
STATEMENT
_____________________________________________________________________________________________
WE
ARE NOT ASKING YOU FOR A CONSENT OR PROXY AND
YOU
ARE REQUESTED NOT TO SEND US A CONSENT OR PROXY.
INTRODUCTION
This
Information Statement advises stockholders of the approval by the Company’s Board of Directors, and by Written Consent
of the holders a majority of the Company’s voting stock of an amendment to the Company’s Articles of Incorporation
(the “
Amendment
”) to increase the total number of authorized shares of the Company’s common stock, par
value $0.001 per share (“
Common Stock
”), from four billion (4,000,000,000) shares to forty billion (40,000,000,000)
shares. A copy of the Amendment is attached to this Information Statement as
Exhibit A
.
The
increase of the Company’s authorized shares of Common Stock will become effective upon the filing of the Amendment with
the Secretary of State of Nevada, which filing will occur no less than 20 days after the date of the mailing of this Information
Statement to our stockholders.
AUTHORIZATION
BY THE BOARD OF DIRECTORS AND THE MAJORITY STOCKHOLDERS
Under
the Nevada Revised Statutes and the Company’s Bylaws, any action that can be taken at an annual or special meeting of stockholders
may be taken without a meeting, without prior notice and without a vote if the holders of outstanding stock having not less than
the minimum number of votes necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon
were present and voted consent to such action in writing. Accordingly, approval of the Amendment required the affirmative vote
or written consent of a majority of the issued and outstanding shares of the Company’s Common Stock and Series A Convertible
Preferred Stock (“
Series A Preferred
”).
As
of February 6, 2017, the record date for the determination of stockholders entitled to notice of the approval of the Amendment
and to receive a copy of this Information Statement (the “Record Date”), we had 1,439,424,310 shares of Common Stock
and 6,000,000 shares of Series A Preferred outstanding. Each holder of Common Stock is entitled to one vote per share of Common
Stock held. Each holder of Series A Preferred is entitled to 1,000 votes per share of Series A Preferred held. As of the Record
Date, outstanding shares represented 7,439,424,310 votes, consisting of 1,439,424,310 attributable to Common Stock and 6,000,000,000
attributable to Series A Preferred.
Our
Board of Directors unanimously adopted resolutions approving the Amendment, subject to stockholder approval, by unanimous
written consent on February 6, 2017, and, on February 6, 2017 we received the Written Consent from holders of our Common
Stock and Series A Preferred representing 6,003,141,199 voting shares, or approximately 81% of our outstanding voting class, approving
the Amendment.
The
following table sets forth the name of the holder of the Common Stock and Series A Preferred, the number of shares of Common Stock
and Series A Preferred held by such holder, the total number of votes that such holder voted in favor of the Amendment and the
percentage of the issued and outstanding voting equity of the Company that voted in favor thereof:
Name
of Voting Stockholder
|
Number
of Common Stock held
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Number
of Series
A Preferred held
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Number
of Votes
held by such Voting
Stockholder
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Number
of Votes that Voted in Favor of the Amendment
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Percentage
of the Voting Equity that Voted in Favor of the Amendment
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Ben
Chang
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3,141,199
(1)
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6,000,000
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6,003,141,199
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6,003,141,199
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81%
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(1)
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Includes
389,871 shares held in his name and 2,751,328 shares of common stock held by Imagic,
LLC. Ben Chang is the beneficial owner of the shares held in Imagic, LLC.
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Accordingly,
we have obtained all necessary corporate approval in connection with the Amendment. We are not seeking written consent from any
other stockholder, and the other stockholders will not be given an opportunity to vote with respect to the actions described in
this Information Statement. This Information Statement is furnished solely for the purposes of advising stockholders of the action
approved by written consent and giving stockholders notice of the Amendment and forthcoming increase to out authorized Common
Stock as required by the Nevada Revised Statutes and the Securities Exchange Act of 1934, as amended (the “
Exchange Act
”).
As
the Amendment was approved by written consent of the holders a majority of the Company’s voting stock, there will be no
stockholders’ meeting, and representatives of the principal accountants for the current year and for the most recently completed
fiscal year will not have the opportunity to make a statement if they desire to do so and will not be available to respond to
appropriate questions from our stockholders.
We
will, following the expiration of the 20-day period mandated by Rule 14c of the Exchange Act and the provisions of the Nevada
Revised Statutes, file the Amendment with the Nevada Secretary of State’s Office. The Amendment will become effective upon
such filing and we anticipate that such filing will occur approximately 20 days after this Information Statement is first mailed
to our stockholders.
AMENDMENT
TO OUR ARTICLES OF INCORPORATION
Purpose
of and Rationale for the Amendment
We
are currently authorized to issue a total of four billion (4,000,000,000) shares of Common Stock. Of this amount, 1,439,424,310
shares of Common Stock were outstanding as of February 6, 2017.
Our
Board of Directors has determined that it is in our best interest to increase the number of authorized shares of Common Stock.
The Board of Directors believes that the Amendment will provide us with greater flexibility by increasing our authorized capital
to allow us to issue additional shares of Common Stock as the Board of Directors deems necessary or advisable.
We
have outstanding options and warrants to purchase 11,999,978 shares of our Common Stock.
As such, we would need 11,999,978 authorized shares of Common Stock available for the exercise of these derivative securities.
We
are also required to reserve sufficient shares of Common Stock for issuance upon conversion or exercise of our outstanding convertible
debt securities.
We have outstanding convertible debt that may convert into 3,472,328,050
shares of our Common Stock. As such, we would need 3,472,328,050 authorized shares of Common Stock available for the conversion
of this debt.
As
a result, our current authorized shares of 4,000,000,000 is insufficient to cover the estimated 3,484,328,028 shares of common
stock necessary for issuance upon exercise or conversion of our stock options and warrants and convertible debt.
Consequently,
the amendment to increase our authorized shares of common stock is necessary in order to validly issue shares of common
stock upon the conversion or exercise of these securities. In addition, the amendment to increase our authorized common stock
will provide us with additional authorized but unissued shares for general corporate purposes, including raising additional
capital through equity and/or convertible debt financings, issuances pursuant to stock incentive plans for employees,
directors and consultants and possible future acquisitions. The Board of Directors believes that an increase in the total
number of shares of authorized common stock will give us greater flexibility in responding quickly to advantageous financing
and business opportunities that involve the direct or indirect issuance of additional shares of common stock and attracting
and retaining key personnel through the issuance of stock incentive awards. The amendment to increase our authorized common
stock will not have any immediate effect on the rights of existing stockholders. However, our Board of Directors will have
the authority to issue authorized common stock or other securities convertible into or exercisable or exchangeable for common
stock without requiring future stockholder approval of such issuances, except as may be required by our Articles of
Incorporation or applicable law. To the extent that additional authorized shares are issued in the future, they may decrease
the existing stockholders’ percentage equity ownership and, depending on the price at which they are issued, could be
dilutive to the existing stockholders. The increase in the authorized number of shares of common stock and the subsequent
issuance of such shares could have the effect of delaying or preventing a change in control of our company without further
action by our stockholders. Shares of authorized and unissued common stock could, within the limits imposed by applicable
law, be issued in one or more transactions which would make a change in control of our company more difficult, and therefore
less likely. Any such issuance of additional stock could have the effect of diluting the earnings per share and book value
per share of outstanding shares of common stock and such additional shares could be used to dilute the stock ownership or
voting rights of a person seeking to obtain control of our company. The Board of Directors is not currently aware of any
attempt to take over or acquire our company. While it may be deemed to have potential anti-takeover effects, the amendment is
not prompted by any specific effort or takeover threat currently perceived by management.
One
of the effects of the increase in authorized share capital, if adopted, however, may be to enable the Board to render it more
difficult to or discourage an attempt to obtain control of the Company by means of a merger, tender offer, proxy contest or otherwise,
and thereby protect the continuity of present management. The Board would, unless prohibited by applicable law, have additional
shares of Common Stock available to effect transactions (including private placements) in which the number of the Company's outstanding
shares would be increased and would thereby dilute the interest of any party attempting to gain control of the Company. Such action,
however, could discourage an acquisition of the Company, which the stockholders of the Company might view as desirable.
Effect
on Outstanding Common Stock
The
additional shares of Common Stock authorized by the Amendment will have the same privileges as the shares of Common Stock currently
authorized and issued. Stockholders do not have preemptive rights under our Articles of Incorporation and will not have such rights
with respect to the additional authorized shares of Common Stock. The increase in authorized shares would not affect the terms
or rights of holders of existing shares of Common Stock. All outstanding shares of Common Stock will continue to have one vote
per share on all matters to be voted on by our stockholders, including the election of directors.
The
issuance of any additional shares of Common Stock may, depending on the circumstances under which those shares are issued, reduce
stockholders’ equity per share and, unless additional shares are issued to all stockholders on a pro rata basis, will reduce
the percentage ownership of Common Stock of existing stockholders. In addition, if our Board of Directors elects to issue additional
shares of Common Stock, such issuance could have a dilutive effect on the earnings per share, voting power and shareholdings of
current stockholders. We expect, however, to receive consideration for any additional shares of Common Stock issued, thereby reducing
or eliminating any adverse economic effect to each stockholder of such dilution.
The
Amendment will not otherwise alter or modify the rights, preferences, privileges or restrictions of the Common Stock.
Interests
of Certain Persons in the Action
Ben
Chang, the Company’s officer and director, has an interest in the Amendment, as well as certain holders of convertible debt
in our Company as a result of their ownership of shares of our outstanding Preferred Stock and Common Stock, as set forth in the
section below entitled “
Security Ownership of Certain Beneficial Owners and Management
.” However, we
do not believe that these shareholders have interests in the Amendment that are different from or greater than those of any other
of our stockholders.
Anti-Takeover
Effects
Although
the Amendment is not motivated by anti-takeover concerns and is not considered by our Board of Directors to be an anti-takeover
measure, the availability of additional authorized shares of Common Stock could enable the Board of Directors to issue shares
defensively in response to a takeover attempt or to make an attempt to gain control of the Company more difficult or time-consuming.
For example, shares of Common Stock could be issued to purchasers who might side with management in opposing a takeover bid that
the Board of Directors determines is not in our best interests, thus diluting the ownership and voting rights of the person seeking
to obtain control of the Company. In certain circumstances, the issuance of Common Stock without further action by the stockholders
may have the effect of delaying or preventing a change in control of the Company, may discourage bids for our Common Stock at
a premium over the prevailing market price and may adversely affect the market price of our Common Stock. As a result, increasing
the authorized number of shares of our Common Stock could render more difficult and less likely a hostile takeover, tender offer
or proxy contest, assumption of control by a holder of a large block of our stock, and the possible removal of our incumbent management.
We are not aware of any proposed attempt to take over the Company or of any present attempt to acquire a large block of our Common
Stock.
DISSENTER’S
RIGHTS
Under
the Nevada Revised Statutes, holders of our capital stock are not entitled to dissenter’s rights of appraisal with respect
to a proposed amendment to our Articles of Incorporation, or to the adoption of the Amendment.
DISTRIBUTION
AND COSTS
We
will pay the cost of preparing, printing and distributing this Information Statement. Only one Information Statement will be delivered
to multiple stockholders sharing an address, unless contrary instructions are received from one or more of such stockholders.
Upon receipt of a written request at the address noted above, we will deliver a single copy of this Information Statement and
future stockholder communication documents to any stockholders sharing an address to which multiple copies are now delivered.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth, as of February 6, 2017, certain information as to shares of our Common Stock and Series A Preferred
owned by (i) each person known by us to beneficially own more than 5% of our outstanding capital stock, (ii) each of our directors,
and (iii) all of our executive officers and directors as a group.
Except
as otherwise indicated, all shares are owned directly and the shareholders listed possesses sole voting and investment power with
respect to the shares shown. Unless otherwise indicated below, each entity or person listed below maintains an address of 9595
Wilshire Blvd, Suite 900 Beverly Hills, CA 90212.
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Common Stock
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Series A
Preferred Stock
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Name and Address of Beneficial Owner
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Number of Shares
Owned (1)
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Percent of
Class (2)
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Number of Shares
Owned (1)
|
Percent of
Class (2)
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Ben Chang(3)
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3,701,201
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Less than 1%
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6,000,000
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100%
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Richard Salvador(4)
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160,002
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Less than 1%
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-
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-
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All Directors and Executive Officers as a Group (2 persons)
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3,861,203
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Less than 1%
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6,000,000
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100%
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5% Holders
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Typenex Co-Investments, LLC(5)
303 East Wacker Drive, Suite 1040
Chicago, IL 60601
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648,069,519
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45%
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-
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-
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LG Capital Funding, LLC(6)
1218 Union St., Suite 2
Brooklyn, NY 11225
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126,023,000
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9%
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-
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-
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Vis Vires Group, Inc.(7)
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247,633,717
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17%
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(1)
Except as otherwise indicated, the persons named in this table have sole voting and investment power with respect to all shares
of common stock shown as beneficially owned by them, subject to community property laws where applicable and to the information
contained in the footnotes to this table.
(2)
Pursuant to Rules 13d-3 and 13d-5 of the Exchange Act, beneficial ownership includes any shares as to which a shareholder has
sole or shared voting power or investment power, and also any shares which the shareholder has the right to acquire within 60
days, including upon exercise of common shares purchase options or warrants. There are 1,439,424,310 shares of Common Stock and
6,000,000 shares of Series A Preferred issued and outstanding as of February 6, 2017 including securities exercisable or convertible
into shares of Common Stock within sixty (60) days hereof for each stockholder.
(3)
Includes 389,871 shares held in his name and 2,751,328 shares of common stock held by Imagic, LLC which Mr. Chang is deemed to
beneficially own and options held in his name to purchase 560,002 shares of common stock.
(4)
Includes 30,000 shares held in his name and options held in his name to purchase 130,002 shares of common stock.
(5)
As stated in a Schedule 13G filed with the Securities and Exchange Commission on January 6, 2016, John M. Fife is the sole shareholder
of JFV Holdings, Inc., which is the sole shareholder of Red Cliffs Investments, Inc., which is the Manager of Typenex Co-Investments,
LLC.
(6)
As stated in a Schedule 13G filed with the Securities and Exchange Commission on February 6, 2017.
(7)
As stated in a Schedule 13G filed with the Securities and Exchange Commission on September 11, 2015.
DELIVERY
OF DOCUMENTS TO SECURITY HOLDERS SHARING AN ADDRESS
We
will only deliver one information statement to multiple stockholders sharing an address, unless we have received contrary instructions
from one or more of the stockholders. Also, we will promptly deliver a separate copy of this information statement and future
stockholder communication documents to any stockholder at a shared address to which a single copy of this information statement
was delivered, or deliver a single copy of this information statement and future stockholder communication documents to any stockholder
or stockholders sharing an address to which multiple copies are now delivered, upon written request to us at our address noted
above. Stockholders may also address future requests regarding delivery of information statements and/or annual reports by contacting
us at the address noted above.
WHERE
YOU CAN FIND MORE INFORMATION
We
file annual, quarterly and special reports, proxy statements and other information with the SEC. The periodic reports and other
information we have filed with the SEC, may be inspected and copied at the SEC’s Public Reference Room at 100 F Street,
N.E., Washington DC 20549. You may obtain information as to the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.
The SEC also maintains a Web site that contains reports, proxy statements and other information about issuers, like the Company,
who file electronically with the SEC. The address of that site is www.sec.gov. Copies of these documents may also be obtained
by writing our secretary at the address specified above.
By
Order of the Board of Directors
February
__, 2017
/s/
Ben Chang
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Ben
Chang
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Chief
Executive Officer – Director
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Exhibit
A
CERTIFICATE
OF AMENDMENT
TO
ARTICLES
OF INCORPORATION
OF
RICH
PHARMACEUTICALS, INC.
Rich
Pharmaceuticals, Inc., a Nevada corporation (the "
Corporation
"), does hereby certify that:
FIRST:
This Certificate of Amendment amends the provisions of the Corporation's Articles of Incorporation (the "
Articles of Incorporation
").
SECOND:
The terms and provisions of this Certificate of Amendment have been duly adopted in accordance with Section 78.380 of the Nevada
Revised Statutes and shall become effective immediately upon filing this Certificate of Amendment.
THIRD:
The first paragraph of Article III, Section 1 of the Articles of Incorporation is hereby amended in its entirety and replaced
with the following:
“Authorized
Shares. The aggregate number of shares which the Corporation shall have authority to issue is forty billion ten million (40,010,000,000)
shares, consisting of two classes to be designated, respectively, "Common Stock" and "Preferred Stock," with
all of such shares having a par value of $.001 per share. The total number of shares of Common Stock that the Corporation shall
have authority to issue is forty billion (40,000,000,000) shares. The total number of shares of Preferred Stock that the Corporation
shall have authority to issue is ten million (10,000,000) shares. The Preferred Stock may be issued in one or more series, each
series to be appropriately designated by a distinguishing letter or title, prior to the issuance of any shares thereof. The voting
powers, designations, preferences, limitations, restrictions, and relative, participating, optional and other rights, and the
qualifications, limitations, or restrictions thereof, of the Preferred Stock shall hereinafter be prescribed by resolution of
the board of directors pursuant to Section 3 of this Article III.”
IN
WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by its officers thereunto duly authorized
this __th day of ___________, 2017.
By:
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/s/
Ben Chang
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Name:
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Ben Chang
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Title:
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Chief Executive Officer
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