Amended Current Report Filing (8-k/a)
May 30 2017 - 5:14PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
8-K/A
Amendment
No. 1
CURRENT
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): March 30, 2017
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
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(State
or other jurisdiction of
incorporation
or organization)
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Commission
file number
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(IRS
Employer
Identification
No.)
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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:
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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))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Explanatory
Note:
We
are filing this Amendment No. 1 on Form 8-K/A to our Current Report on Form 8K filed with the Securities and Exchange Commission
(“SEC”) on March 30, 2017 (“Original Form 8-K) to revise Item 5.02 to correct certain information regarding
a share issuance to Mr. Chang and Exhibit 10.64 regarding the term of the stock option plan and stock option grants. Except as
stated herein, this Current Report on Form 8-K/A does not reflect events occurring after the filing of the Original Form 8-K on
March 30, 2017 and no attempt has been made is this Current Report on Form 8-K/A to modify or update other disclosures as presented
in the Original Form 8-K. Accordingly, this Form 8-K/A should be read in conjunction with the Original Form 8-K and our filings
with the SEC subsequent to the filing of the Original Form 8-K.
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ITEM 3.02
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UNREGISTERED
SALES OF EQUITY SECURITIES
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The
issuances of shares by Rich Pharmaceuticals, Inc. (the “Company”) referenced in Item 5.02 was made in reliance on
the exemption provided by Section 4(2) of the Securities Act of 1933, as amended (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 individual 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 negotiated directly between the individual and the Company.
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ITEM
5.02
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DEPARTURE
OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS;
COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
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On
March 30, 2017, the Company appointed Carol A. Salvadore, Psy. D. to the Company’s Board of Directors to fill the vacancy
on the Board of Directors. Dr. Salvador brings to the Company management, business and scientific research experience and psychopharmacology
expertise. Dr. Salvador created and manages a Clinical, Coaching and Organizational Consulting practice, Affiliates in Psychology
and Education for over 30 years. During this period, she was also a principal in the organizational consulting firm of Cogent
Resources. Dr. Salvador has consulted to small and medium sized businesses in the for profit and non-profit sectors. Most recently
her business consulting has focused on family owned and managed companies. Prior to her career in Applied Psychology, she worked
in Biochemistry research at Cornell Medical School and Pharmacology research at Burroughs Welcome which is now part of GSK. She
has expertise and holds a certificate in psychopharmacology. Dr. Salvador received her Doctor of Psychology from Rutgers University
in Applied Psychology and a B.S. in the Biological Sciences from New York University. In additional to her certification in Psychopharmacology,
she completed a post- doctoral fellowship in Community Systems and a post-doctoral program in Organizational Development and Consultation
at the William Alanson White Institute.
On
March 30, 2017, the Company’s Board of Directors granted Ben Chang options to purchase 100,000,000 shares of Company common
stock under the Rich Pharmaceuticals, Inc. 2017 Stock Option/Stock Issuance Plan. The options have an exercise price of $.0001
per share; a term of 5 years; are immediately vested; and may be exercised by cashless exercise. Ben Chang is the Chief Executive
Officer and a director of the Company.
On
March 30, 2017, the Company’s Board of Directors approved the adoption of the Rich Pharmaceuticals, Inc. 2017 Stock Option/Stock
Issuance Plan (the "2017 Plan”) and the reservation of 600,000,000 shares of Company common stock for issuance under
the 2017 Plan. The 2017 Plan is intended to aid the Company in recruiting and retaining key employees, directors or consultants
and to motivate them by providing incentives through the granting of awards of stock options or other stock based awards. The
2017 Plan is administered by the board of directors. Directors, officers, employees and consultants of the Company and its affiliates
are eligible to participate under the 2017 Plan. The foregoing is only a brief description of the material terms of the 2017 Plan,
and does not purport to be a complete description of the 2017 Plan, and such description is qualified in its entirety by reference
to the 2017 Plan which is filed as an exhibit to this Current Report.
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ITEM 9.01
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FINANCIAL
STATEMENTS AND EXHIBITS
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(d)
Exhibits
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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Dated:
May 30, 2017
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By:
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/s/ Ben
Chang
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Ben
Chang
Chief
Executive Officer
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