Current Report Filing (8-k)
February 26 2018 - 3:05PM
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): February 9, 2018
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)
(424)
230-7001
(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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Item
3.02
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Unregistered
Sales of Equity Securities
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On February 9, 2018 the Company issued 60,650,000
shares of Company common stock to satisfy the conversion of $6,065.00 of a convertible note payable with a third party note holder.
On February 20, 2018 the Company issued 63,670,000
shares of Company common stock to satisfy the conversion of $6,367.00 of a convertible note payable with a third party note holder.
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 February 22, 2018 after the above described issuances is 1,339,757,821
.
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:
February 26, 2018
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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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