Current Report Filing (8-k)
September 22 2020 - 6:02AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): September 16, 2020
ONCBIOMUNE
PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
Nevada
|
|
000-52218
|
|
20-2590810
|
(State
or other jurisdiction of
|
|
(Commission
|
|
(I.R.S.
Employer
|
incorporation)
|
|
File
Number)
|
|
Identification
No.)
|
15000
W. 6th Ave., #400
Golden,
CO 80401
(Address
of principal executive offices)
(888)
585-4923
(Registrant’s
telephone number, including area code)
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))
|
Securities
registered pursuant to Section 12(b) of the Act: None
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company [X]
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
|
Entry
into a Material Definitive Agreement
|
On
September 16, 2020, OncBioMune Pharmaceuticals, Inc. (the “Company”) entered into a Securities Purchase Agreement
(the “SPA”) with an investor to purchase an aggregate amount of 1,000 shares of a newly created Series E Convertible
Preferred Stock of the Company (the “Series E Preferred”) for an aggregate investment amount of $2,000,000.
Our new Series E Preferred Stock has a stated value of $2,000 per share and shall accrue, on a quarterly basis in arrears, dividends
at the rate of 8% per annum on the stated value. The dividends shall be paid quarterly at the option of the holder of the Series
E Preferred in either cash or shares of common stock of the Company. The Series E Preferred is convertible at any time after the
date that is two days after the filing of an amendment to the Company’s certificate of incorporation with the Secretary
of State of the State of Nevada to increase the Company’s authorized common stock to 12,000,000,000. The number of shares
of common stock issuable up on conversion of the Series E Preferred is determined by dividing the stated value of the number of
shares being converted, plus any accrued and unpaid dividends, by the lesser of: (i) $0.00375 and (ii) 75% of the average closing
price of the Company’s common stock during the prior five trading days; provided, however, the conversion price shall never
be less than $0.0021.
The
foregoing description of the SPA and the Series E Preferred does not purport to be complete, and is qualified in its entirety
by reference to Exhibits 10.1 and 3.1 hereto, which are incorporated by reference herein.
Item
3.02
|
Unregistered
Sales of Equity Securities
|
Information
concerning the Company’s issuance of the Series E Preferred pursuant to the SPA set forth in Item 1.01 above is incorporated
herein by reference.
The
Series E Preferred and the shares issuable upon the conversion of the Series E Preferred 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.
Item
5.03
|
Amendments
to Articles of Incorporation or Bylaws
|
As
discussed in Items 1.01 above, the Company designated a new class of preferred stock, the Series E Preferred. The rights and preferences
of this new class of stock is discussed in Items 1.01 above, which is incorporated herein by reference.
Item
9.01
|
Financial
Statements and 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 hereunto duly authorized.
|
ONCBIOMUNE PHARMACEUTICALS, INC.
|
|
|
|
|
By:
|
/s/
Mick Ruxin, M.D.
|
|
Name:
|
Mick
Ruxin, M.D.
|
|
Title:
|
Chief
Executive Officer
|
|
|
|
Date:
September 22, 2020
|
|
|