Item
3.03 Material Modification to Rights of Security Holders
The
Board of Directors of OncBioMune Pharmaceuticals, Inc., a Nevada corporation (the “Company”), has approved a reverse
stock split of the Company’s issued and outstanding shares of common stock, par value $0.0001 per share (the “Common
Stock”), at a ratio of 1-for-750 (the “Reverse Stock Split”). The Reverse Split was effective on the
OTC Markets Group Pink Open Market exchange on September 12, 2019 (the “Market Effective Date”).
Effects
of the Reverse Stock Split
Effective
Date; Symbol; CUSIP Number. The Common Stock began trading on a split-adjusted basis on the OTC Markets Group Pink
Open Market exchange on the Market Effective Date. In connection with the Reverse Stock Split, the CUSIP number for the
Common Stock changed to 68235A200. The Common Stock will trade under the ticker symbol “OBMPD” for the 20
business days following the Market Effective Date.
Split
Adjustment; Treatment of Fractional Shares. The total number of shares of Common Stock held by each stockholder of
the Company was converted automatically into the number of shares of Common Stock equal to: (i) the number of issued and
outstanding shares of Common Stock held by each such stockholder immediately prior to the Reverse Stock Split divided by (ii)
750. Any fractional share of Common Stock that would otherwise result from the Reverse Stock Split are being rounded to
a whole share and, as such, any stockholder who otherwise would have held a fractional share after giving effect to the Reverse
Stock Split instead holds one whole share of the post-Reverse Stock Split Common Stock after giving effect to the Reverse
Stock Split. As a result, no fractional shares are being issued in connection with the Reverse Stock Split and no cash
or other consideration is being paid in connection with any fractional shares that would otherwise have resulted from the
Reverse Stock Split. The Company is treating stockholders holding shares of Common Stock in “street name” (that is,
held through a bank, broker or other nominee) in the same manner as stockholders of record whose shares of Common Stock are registered
in their names. Banks, brokers or other nominees are instructed to effect the Reverse Stock Split for their beneficial
holders holding shares of our Common Stock in “street name;” however, these banks, brokers or other nominees
may apply their own specific procedures for processing the Reverse Stock Split. West Coast Stock Transfer, Inc., the Company’s
transfer agent, is acting as the exchange agent for the Reverse Stock Split and will provide instructions to stockholders of record
regarding the process for exchanging shares.
Certificate
of Change. The Company effected the Reverse Stock Split pursuant to the Company’s filing of a Certificate of Change
(the “Certificate”) with the Nevada Secretary of State on August 28, 2019, in accordance with Nevada Revised Statutes
(“NRS”) 78.209. The Certificate became effective at 12:00 p.m. on September 9, 2019. A copy of the Certificate
is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
Capitalization.
Prior to the Reverse Stock Split, the Company was authorized to issue 5,000,000,000 shares of Common Stock. As a result of the
Reverse Stock Split, the Company is authorized to issue 6,666,667 shares of Common Stock. As of August 28, 2019, there
were 350,354,696 shares of Common Stock outstanding. As a result of the Reverse Stock Split, there are approximately 467,140
shares of Common Stock outstanding (subject to adjustment due to the effect of rounding fractional shares into whole shares).
The Reverse Stock Split did not have any effect on the stated par value of the Common Stock.
Prior to the Reverse Stock
Split, the Company was authorized to issue 20,000,000 shares of Preferred Stock, including 1,000,000 shares of Series A Preferred
and 7,892,000 shares of Series B Preferred. As a result of the Reverse Stock Split, the Company is authorized to issue
26,667 shares of Preferred Stock, including 1,333 shares of Series A Preferred and 10,523 shares of Series B Preferred. As of
August 28, 2019, there were 1,000,000 shares of Series A Preferred Stock outstanding and 2,892,000 shares of Series B Preferred
Stock outstanding. As a result of the Reverse Stock Split, there is approximately 1,333 shares of Series A Preferred Stock
outstanding and 3,856 shares of Series B Preferred Stock outstanding (subject to adjustment due to the effect of rounding fractional
shares into whole shares). The Reverse Stock Split did not have any effect on the stated par value of the Preferred Stock.
Immediately after the
Reverse Stock Split, each stockholder’s relative ownership interest in the Company and proportional voting power remained
virtually unchanged except for minor changes and adjustments that resulted from rounding fractional shares into whole
shares.