RICH PHARMACEUTICALS, INC. (OTCMKTS:RCHA) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 to correct certain information regarding a share
issuance to Mr. Chang and Exhibit 10.64 regarding the term of the
stock option plan and stock option grants. Except as stated
herein, this Current Report on Form 8-K/A does not reflect events
occurring after the filing of the Original Form 8-K on March 30,
2017 and no attempt has been made is this Current Report on Form
8-K/A to modify or update other disclosures as presented in the
Original Form 8-K. Accordingly, this Form 8-K/A should be read in
conjunction with the Original Form 8-K and our filings with the
SEC subsequent to the filing of the Original Form 8-K.
|
ITEM 3.02 |
UNREGISTERED SALES OF EQUITY SECURITIES |
The issuances of shares by Rich Pharmaceuticals, Inc. (the
Company) referenced in Item 5.02 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 us which
did not involve a public offering; (b) there was only a one
individual 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 negotiated
directly between the individual and the Company.
| ITEM 5.02 |
DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS |
On March 30, 2017, the Company appointed Carol A. Salvadore, Psy.
D. to the Companys Board of Directors to fill the vacancy on the
Board of Directors. Dr. Salvador brings to the Company
management, business and scientific research experience and
psychopharmacology expertise. Dr. Salvador created and manages a
Clinical, Coaching and Organizational Consulting practice,
Affiliates in Psychology and Education for over 30 years. During
this period, she was also a principal in the organizational
consulting firm of Cogent Resources. Dr. Salvador has consulted
to small and medium sized businesses in the for profit and
non-profit sectors. Most recently her business consulting has
focused on family owned and managed companies. Prior to her
career in Applied Psychology, she worked in Biochemistry research
at Cornell Medical School and Pharmacology research at Burroughs
Welcome which is now part of GSK. She has expertise and holds a
certificate in psychopharmacology. Dr. Salvador received her
Doctor of Psychology from Rutgers University in Applied
Psychology and a B.S. in the Biological Sciences from New York
University. In additional to her certification in
Psychopharmacology, she completed a post- doctoral fellowship in
Community Systems and a post-doctoral program in Organizational
Development and Consultation at the William Alanson White
Institute.
On March 30, 2017, the Companys Board of Directors granted Ben
Chang options to purchase 100,000,000 shares of Company common
stock under the Rich Pharmaceuticals, Inc. 2017 Stock
Option/Stock Issuance Plan. The options have an exercise price of
$.0001 per share; a term of 5 years; are immediately vested; and
may be exercised by cashless exercise. Ben Chang is the Chief
Executive Officer and a director of the Company.
| ITEM 8.01 | OTHER EVENTS |
On March 30, 2017, the Companys Board of Directors approved the
adoption of the Rich Pharmaceuticals, Inc. 2017 Stock
Option/Stock Issuance Plan (the 2017 Plan) and the reservation of
600,000,000 shares of Company common stock for issuance under the
2017 Plan. The 2017 Plan is intended to aid the Company in
recruiting and retaining key employees, directors or consultants
and to motivate them by providing incentives through the granting
of awards of stock options or other stock based awards. The 2017
Plan is administered by the board of directors. Directors,
officers, employees and consultants of the Company and its
affiliates are eligible to participate under the 2017 Plan. The
foregoing is only a brief description of the material terms of
the 2017 Plan, and does not purport to be a complete description
of the 2017 Plan, and such description is qualified in its
entirety by reference to the 2017 Plan which is filed as an
exhibit to this Current Report.
| ITEM9.01 | FINANCIAL STATEMENTS AND EXHIBITS |
(d) Exhibits
| No. | Description |
| 10.64 | 2017 Stock Option/Stock Issuance Plan |
About RICH PHARMACEUTICALS, INC. (OTCMKTS:RCHA)
Rich Pharmaceuticals, Inc. is a development-stage company. The Company is a biopharmaceutical company focused on developing and commercializing therapies in oncology. The Company is developing 12-O-tetradecanoylphorbol-13-acetate (RP-323) for the treatment of Hodgkin’s lymphoma (HL), Acute Myelogenous Leukemia (AML) and to cause elevation of white blood cells in patients depleted of these elements due to various conditions. RP-323 is a naturally occurring compound. RP-323 converts cancer cells to normal cells, a process called differentiation. It is also observed in some instances to cause cancer cell death. Clinical studies in over 100 cancer patients demonstrated the ability of RP-323 to stimulate the production of white blood cells and neutrophils. The Company has no products ready for commercialization. The Company had no revenues during the period ending March 31, 2016. RICH PHARMACEUTICALS, INC. (OTCMKTS:RCHA) Recent Trading Information
RICH PHARMACEUTICALS, INC. (OTCMKTS:RCHA) closed its last trading session 00.00000 at 0.00010 with shares trading hands.
