Amended Current Report Filing (8-k/a)
March 02 2015 - 11:46AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
8-K/A
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 24, 2015
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 |
(State
or other jurisdiction of incorporation or organization) |
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Commission
file number |
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(IRS
Employer Identification No.) |
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:
[ ] |
Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425) |
[ ] |
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
[ ] |
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
[ ] |
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Explanatory Note:
This Form 8-K/A is being filed to correct the Form 8-K,
dated February 23, 2015, and filed on February 24, 2015, which indicated the wrong dates of the reported events and incorrectly
reported the total number of outstanding shares of Company common stock. This Form 8-K/A also contains updated information for
an event occurring on February 26, 2015.
Item
3.02 Unregistered
Sales of Equity Securities
On
February 24, 2015, Rich Pharmaceuticals, Inc. (the “Company”) issued 36,643,945 shares of Company common stock to
satisfy the conversion of $17,002.79 of a convertible note payable with Toledo Advisors, LLC, and on February 25, 2015 the Company
issued 20,447,291 shares of Company common stock to satisfy the conversion of $9,487.54 of the same note payable Toledo Advisors,
LLC. The issuances of the shares were 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 issuances
of the securities were isolated private transactions 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 issuances of shares were pursuant to a convertible
note payable which was negotiated directly between the investor and the Company.
On
February 24, 2015, the Company issued 47,090,000 shares of Company common stock to satisfy the conversion of $22,603.20 of a convertible
note payable with JMJ Financial. The issuance of the shares was 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 25, 2015 after the above described issuances was 1,122,753,911.
On February 26, 2015, the Company issued
105,075,000 shares of Company common stock to satisfy the conversion of $42,030 of a convertible note payable with Vista Capital
Investments, LLC. The issuance of the shares was 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 26, 2015 after the above described issuance is 1,227,828,911.
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, 2015 |
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By: |
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/s/ Ben Chang |
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Ben
Chang
Chief
Executive Officer |