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)

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:

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.