Current Report Filing (8-k)
August 06 2019 - 1:52PM
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): June 3, 2019
OncBioMune
Pharmaceuticals, Inc.
(Exact
name of registrant as specified in its charter)
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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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. [ ]
Item
1.01
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Entry
into a Material Definitive Agreement
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On
June 3 2019, OncBioMune Pharmaceuticals, Inc. (the “Company”) entered into Securities Purchase Agreements (each, an
“SPA”) with a group of investors (the “Investors”) to purchase a series of convertible notes (the “Notes”)
and accompanying warrants (the “Warrants”) for an aggregate investment amount of $ 116,250.00. Each SPA contains customary
representations, warranties, and covenants of the Company and each Investor as detailed therein.
The
Notes were issued with a 10% original issuance discount and have an aggregate face value of $ 129,167.67 and bear an interest
rate of 5% per annum (which shall increase to 18% per year upon the occurrence of an “Event of Default” (as defined
in the Notes)), shall mature on February 3, 2020 (the “
Maturity Date
”). The principal and interest due under
the Notes is payable in three equal payments in cash (or in shares of common stock at the Company’s election and subject
to certain conditions in the Notes) on December 3, 2019, January 3, 2020 and the Maturity Date (each, a “Payment Date”).
The Notes are convertible at any time into shares of the Company’s common stock at a conversion price equal to $0.02 per
share for any amount of principal and accrued interest remaining outstanding (subject to adjustment as provided therein); provided,
however, that if an event of default has occurred, regardless of whether such Event of Default has been cured or remains ongoing,
the Notes shall be convertible at 60% of the lowest closing price during the prior twenty trading days. The Company may prepay
any of the Notes at any time until the first Payment Date at an amount between 115% and 120% of outstanding principal balance
and accrued interest, depending on the date of prepayment.
In
connection with the Notes, each Investor was issued a Warrant to purchase an amount of common stock equal to 75% of the Shares
issuable upon conversion of the Note issued to such Investor at an exercise price of $0.04 per share (subject to adjustment as
provided therein) until June 3, 2024. The Warrants are exercisable for cash at any time and are exercisable on a cashless basis
at any time there is no effective registration statement registering the shares of common stock underlying the warrants.
The
foregoing description of the SPA, the Notes and the Warrants does not purport to be complete, and is qualified in its entirety
by reference to Exhibits 4.1, 4.2 and 10.1 hereto, which are incorporated by reference herein.
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 Notes as set forth in Item 1.01 above is incorporated herein to this Item 2.03
by this reference.
Item 3.02
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Unregistered
Sales of Equity Securities
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Information
concerning the Company’s issuance of the Notes and the Warrants as set forth in Item 1.01 above is incorporated herein to
this Item 3.02 by this reference.
The
Notes, Warrants and the shares issuable upon the conversion of the Notes or the exercise of the Warrants 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/or Rule 506
of Regulation D thereunder. In connection with the Investors’ execution of the Purchase Agreements, each Investor 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
future sale or distribution.
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:
August 6, 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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