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EX-10.22 - EX10_22 - Rich Pharmaceuticals, Inc.ex10_22.htm

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): November 7, 2014

 


 

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)

 

(323) 424-3169

(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 1.01 Entry Into a Material Definitive Agreement.

 

On November 7, 2014, Rich Pharmaceuticals, Inc. (the “Company”) issued a Convertible Promissory Note to JSJ Investments, Inc. (“JSJ”) in the original principal amount of $55,00 (the “Note”), pursuant to which JSJ agreed to fund the Company $53,000 after the deduction of JSJ legal fees of $2,000. The principal amount under the Note accrues interest at the rate of 12% per annum. The Note is due and payable on demand by JSJ at any time on or after May 6, 2015. The Note may be converted by JSJ at any time into shares of Company common stock at a conversion price equal to a 47.5% discount to the lowest daily volume weighted average price for the 20 trading days prior to conversion. The Note may be prepaid by the Company at a premium as provided in the Note. The Note also contains certain representations, warranties, covenants and events of default. The foregoing is only a brief description of the material terms of the Note, and does not purport to be a complete description of the rights and obligations of the parties thereunder, and such description is qualified in its entirety by reference to the Note which is filed as an exhibit to this Current Report. The issuance of the Note was 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, and Regulation D promulgated under the Securities Act. 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 one recipient; (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; (e) the negotiations for the issuance of the securities took place directly between the individual and the Company; and (f) the recipient of the Note was an accredited investor.

 

Item 3.02 Unregistered Sales of Equity Securities

 

The descriptions of the equity securities described in Item 1.01 issued by the Company are incorporated herein.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

 

No. Description
10.22 Convertible Promissory Note dated November 6, 2014 with JSJ Investments, Inc.

 

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: November 13, 2014       By:  

/s/  Ben Chang

               

Ben Chang

Chief Executive Officer

 

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