Current Report Filing (8-k)
October 20 2017 - 3:44PM
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): October 16, 2017
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
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(State
or other jurisdiction of
incorporation or organization)
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Commission
file number
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(IRS
Employer
Identification
No.)
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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:
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item
3.02
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Unregistered
Sales of Equity Securities
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On October 16, 2017, Rich Pharmaceuticals,
Inc. (the “Company”) executed a subscription agreement and warrant with Richard L. Chang, LLC Holdings (the “Investor”)
pursuant to which the Investor purchased 333,333,333 shares of Company common stock at $.0003 per share, and warrants to purchase
333,333,333 shares of Company common stock at $.0003 per share for a five-year term. The sale of the shares and warrants was 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 issuance of the securities was an isolated private
transaction by the Company 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 the Company; (d) the securities were not
broken down into smaller denominations; and (e) the issuance of shares was pursuant to subscription agreement and warrant negotiated
directly between the Investor and the Company.
The total number of outstanding shares of common stock
of the Company as of October 16, 2017 after the above described issuances is
955,027,821
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:
October 20, 2017
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By:
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/s/ Ben
Chang
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Ben
Chang
Chief
Executive Officer
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