Current Report Filing (8-k)
January 29 2019 - 6:04AM
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): January 22, 2018
OncBioMune
Pharmaceuticals, Inc.
(Exact
name of registrant as specified in its charter)
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Nevada
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000-52218
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20-2590810
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(State
or other jurisdiction
of incorporation)
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(Commission
File No.)
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(IRS
Employer
Identification No.)
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11441
Industriplex Blvd, Suite 190.
Baton Rouge, LA
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70809
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(Address
of principal executive offices)
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(Zip
Code)
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(225)
227-2384
Registrant’s
telephone number, including area code
Not
applicable.
(Former
name or former address, if changed since last report)
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 (see General Instruction A.2. below):
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[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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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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[ ]
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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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Indicate
by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act
of 1933 (§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).
Emerging
growth company [ ]
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
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Item
1.01
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Entry
into a Material Definitive Agreement
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LG
Capital Financing
OncBioMune
Pharmaceuticals, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “LG Capital SPA”)
with LG Capital Funding LLC (“LG Capital”), dated January 18, 2019 and effective on January 22, 2019 upon execution
by LG Capital, pursuant to which LG Capital agreed to purchase a convertible redeemable note (the “LG Capital Note”)
in the aggregate principal amount of $146,875. The LG Capital Note contains an original issue discount (“OID”) of
$12,500 such that the purchase price of the LG Capital Note shall be $134,375.
On
January 22, 2019, the Company issued the LG Capital Note, dated January 18, 2019. The LG Capital Note has an interest rate of
5% per annum and matures on January 18, 2020. During the first six months the LG Capital Note is in effect, LG Capital may convert
all or a portion of the outstanding principal of the LG Capital Note into shares of the Company’s Common Stock at a fixed
conversion price of $0.02 per share. Starting on the six month anniversary, the conversion price shall be equal to 60% of the
lowest trading price of the Common Stock during the 20 prior trading days (including the day upon which a notice of conversion
is received). LG Capital may not convert the LG Capital Note to the extent that such conversion would result in beneficial ownership
by LG Capital and its affiliates of more than 9.9% of the Company’s issued and outstanding Common Stock.
If
the Company prepays the LG Capital Note within 150 days of its issuance, the Company must pay the principal at a cash redemption
premium of 115%, in addition to accrued interest; if such prepayment is made from the151st day to the 180th day after issuance,
then such redemption premium is 120%, in addition to accrued interest. After the 180th day following the issuance of the LG Capital
Note, there shall be no further right of prepayment.
The
closing occurred on January 22, 2018, and the Company received a net amount of $125,000 after the payment of LG Capital’s
legal fees.
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Item
2.03
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Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
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Information
concerning the Company’s issuance of the LG Capital Note as set forth in Item 1.01 above is incorporated herein to this
Item 2.03 by this reference.
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Item
3.02
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Unregistered
Sales of Equity Securities
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Information
concerning the Company’s issuance of the LG Capital Note and shares issuable upon conversion of the LG Capital Note as set
forth in Item 1.01 above is incorporated herein to this Item 3.02 by this reference.
The
LG Capital Note and the shares issuable upon the conversion of the LG Capital Note are not registered under the Securities Act
of the 1933, as amended (the “Securities Act”), or any state securities laws. The Company has relied on the exemption
from the registration requirements of the Securities Act by virtue of Section 4(a)(2) thereof and Rule 506 of Regulation D thereunder.
In connection with the holders’ execution of the Purchase Agreements, the holder represented to the Company that it is an
“accredited investor” as defined in Regulation D of the Securities Act and that the securities being purchased by
it are being acquired solely for their its own account and for investment purposes and not with a view to the public sale
or distribution.
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Item
9.01.
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Financial
Statements and Exhibits.
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(d)
Exhibits
SIGNATURES
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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ONCBIOMUNE
PHARMACEUTICALS, INC.
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Dated:
January 29, 2019
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By:
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/s/
Andrew A. Kucharchuk
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Name:
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Andrew A. Kucharchuk,
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Title:
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President and Chief Financial Officer
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