0001662252-18-000024.txt : 20180206 0001662252-18-000024.hdr.sgml : 20180206 20180206154018 ACCESSION NUMBER: 0001662252-18-000024 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180201 ITEM INFORMATION: Unregistered Sales of Equity Securities FILED AS OF DATE: 20180206 DATE AS OF CHANGE: 20180206 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Rich Pharmaceuticals, Inc. CENTRAL INDEX KEY: 0001504389 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 463259117 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-54767 FILM NUMBER: 18577495 BUSINESS ADDRESS: STREET 1: 9595 WILSHIRE BLVD., SUITE 900 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: (424) 230-7001 MAIL ADDRESS: STREET 1: 9595 WILSHIRE BLVD., SUITE 900 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FORMER COMPANY: FORMER CONFORMED NAME: Nepia Inc. DATE OF NAME CHANGE: 20101027 8-K 1 rcha8k.htm 8-K

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): February 1, 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 3.02

Unregistered Sales of Equity Securities

On January 24, 2018 the Company issued 55,000,000 shares of Company common stock to satisfy the conversion of $8,250.00 of a convertible note payable with GHS Investments, LLC.

On February 1, 2018 the Company issued 57,760,000 shares of Company common stock to satisfy the conversion of $7,220.00 of a convertible note payable with GHS Investments, 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 February 2, 2018 after the above described issuances is 1,215,437,821.

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.

	RICH PHARMACEUTICALS, INC.

Dated: February 6, 2018	By:	/s/ Ben Chang
		Ben Chang Chief Executive Officer