Current Report Filing (8-k)
January 19 2018 - 1:32PM
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 10, 2018
RICH
PHARMACEUTICALS, INC.
(Exact
name of registrant as specified in its charter)
NEVADA
|
|
000-54767
|
|
46-3259117
|
(State
or other jurisdiction of
incorporation or organization)
|
|
Commission
file number
|
|
(IRS
Employer
Identification
No.)
|
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:
◻
|
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))
|
|
Item
1.01
|
Entry
Into a Material Definitive Agreement.
|
On
January 10, 2018, Rich Pharmaceuticals, Inc. (the “Company”) completed a financing with GHS Investments, LLC (“GHS”)
pursuant to a Securities Purchase Agreement (the “SPA”) and Promissory Note in the principal amount of $67,500 (the
“Note”). The Note has a 10% original discount and bear interests at the rate of 10% and must be repaid on or before
October 10, 2018. The amounts funded under the Note may be converted by GHS at any time into shares of Company common stock at
a conversion price equal to 60% of the lowest trading price during the 10-day period prior to conversion (as determined in the
Note). The SPA and Note also contain certain representations, warranties, covenants and events of default, and increases in the
conversion discount and amount of the principal and interest rates under the Note in the event of such defaults. The foregoing
is only a brief description of the material terms of the SPA and the Note and does not purport to be a complete description of
the rights and obligations of the parties thereunder, and such descriptions are qualified in their entirety by reference to the
agreements and their exhibits which are filed as an exhibit to this Current Report.
The
issuance of the Note 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, and Regulation D promulgated under the Securities Act of 1933, as amended (the
“Securities Act”). 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 one recipient; (c) there were no subsequent or contemporaneous public offerings
of the securities by the Company; (d) the securities were not broken down into smaller denominations; (e) the negotiations for
the issuance of the securities took place directly between the individual and the Company; and (f) the recipient of the note was
an accredited investor.
|
Item
3.02
|
Unregistered
Sales of Equity Securities
|
The
descriptions of the equity securities described in Item 1.01 issued by the Company are incorporated herein.
ITEM 9.01
FINANCIAL STATEMENTS AND EXHIBITS
(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.
|
|
|
|
RICH
PHARMACEUTICALS, INC.
|
|
|
|
|
|
|
|
|
|
Dated:
January 18, 2018
|
|
|
|
By:
|
|
/s/ Ben
Chang
|
|
|
|
|
|
|
|
|
Ben
Chang
Chief
Executive Officer
|