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): December 9, 2015

 

 

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 3.02 Unregistered Sales of Equity Securities

 

On December 9, 2015, the Company issued 77,599,111 shares of Company common stock to satisfy the conversion of $1,387.00 of a convertible note payable with Auctus Private Equity Fund, LLC.

 

On December 28, 2015, the Company issued 59,620,000 shares of Company common stock to satisfy the conversion of $837.58 of a convertible note payable with Auctus Fund, LLC.

 

On December 28, 2015, the Company issued 238,416,667 shares of Company common stock to satisfy the conversion of $14,305.00 of a convertible note payable with KBM Worldwide, Inc.

 

On December 28, 2015, the Company issued 257,991,551 shares of Company common stock to satisfy the conversion of $14,000.00 of a convertible note payable with LG Capital Funding, LLC.

 

On December 28, 2015, the Company issued 295,000,000 shares of Company common stock to satisfy the conversion of $17,700.00 of a convertible note payable with JMJ Financial.

 

On December 29, 2015, the Company issued 139,916,667 shares of Company common stock to satisfy the conversion of $7,075.00 of a convertible note payable with KBM Worldwide, Inc.

 

On December 29, 2015, the Company issued 127,833,333 shares of Company common stock to satisfy the conversion of $7,670.00 of a convertible note payable with KBM Worldwide, Inc.

 

On December 30, 2015, the Company issued 295,624,750 shares of Company common stock to satisfy the conversion of $6,599.53 of a convertible note payable with Auctus Fund, LLC. 

 

The above-referenced issuances of shares were 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 December 30, 2015 after the above described issuance is 6,487,182,380. 

 

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: December 31, 2015 By:  /s/  Ben Chang

Ben Chang

Chief Executive Officer

 

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