RICH PHARMACEUTICALS, INC. (OTCMKTS:RCHA) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01
| Entry Into a Material Definitive Agreement. |
On February 21, 2017, Rich Pharmaceuticals, Inc. (the Company)
accepted a Debt Purchase Agreement (the DPA) between GHS
Investments, LLC (GHS) and LG Capital Funding, LLC (LG) to which
GHS purchased from LG outstanding convertible promissory notes in
the principal amount of $563,027 (the LG Debt), and the Company
executed a Promissory Note in the amount of $563,027 (the LG
Note) in favor of GHS in lieu of the LG Debt. The Note bear
interests at the rate of 8% and must be repaid on or before
October 25, 2017. The amounts under the LG Note may be converted
by GHS at any time into shares of Company common stock at a
conversion price equal to 60% of the lowest trading price during
the 10-day period prior to conversion (as determined in the LG
Note). The LG Note contains certain representations, warranties,
covenants and events of default, and increases in the conversion
discount and amount of the principal and interest rates under the
LG Note in the event of such defaults. The foregoing is only a
brief description of the material terms of the DPA and the LG
Note and does not purport to be a complete description of the
rights and obligations of the parties thereunder, and such
descriptions are qualified in their entirety by reference to the
agreements and their exhibits which are filed as an exhibit to
this Current Report. The issuance of the LG 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 of 1933, as amended (the Securities Act). The
Companys 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.
On February 22, 2017, the Company executed a Promissory Note in
the amount of $20,899.89 (the Vis Veres Note) in favor of GHS in
lieu of the Company debt purchased by GHS from Vis Veres Group,
Inc. in the same amount. The Vis Veres Note bears interests at
the rate of 8% and must be repaid on or before November 22, 2017.
The amounts under the Vis Veres Note may be converted by GHS at
any time into shares of Company common stock at a conversion
price equal to 60% of the lowest trading price during the 10-day
period prior to conversion (as determined in the Vis Veres Note).
The Vis Veres Note contains certain representations, warranties,
covenants and events of default, and increases in the conversion
discount and amount of the principal and interest rates under the
Vis Veres Note in the event of such defaults. The foregoing is
only a brief description of the material terms of the Vis Veres
Note and does not purport to be a complete description of the
rights and obligations of the parties thereunder, and such
descriptions are qualified in their entirety by reference to the
agreements and their exhibits which are filed as an exhibit to
this Current Report. The issuance of the Vis Veres 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 Companys 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.
On February 22, 2017, the Company executed a Promissory Note in
the amount of $59,799.12 (the KBM Note) in favor of GHS in lieu
of the Company debt purchased by GHS from KBM Worldwide, Inc. in
the same amount. The KBM Note bears interests at the rate of 8%
and must be repaid on or before November 22, 2017. The amounts
under the KBM Note may be converted by GHS at any time into
shares of Company common stock at a conversion price equal to 60%
of the lowest trading price during the 10-day period prior to
conversion (as determined in the KBM Note). The KBM Note contains
certain representations, warranties, covenants and events of
default, and increases in the conversion discount and amount of
the principal and interest rates under the KBM Note in the event
of such defaults. The foregoing is only a brief description of
the material terms of the KBM Note and does not purport to be a
complete description of the rights and obligations of the parties
thereunder, and such descriptions are qualified in their entirety
by reference to the agreements and their exhibits which are filed
as an exhibit to this Current Report. The issuance of the KBM
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 Companys 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.
On February 22, 2017, the Company entered into an Equity
Financing Agreement and Registration Rights Agreement with GHS to
which GHS has agreed to purchase up to $2,000,000 in shares of
Company common stock. The obligations of GHS to purchase the
shares of Company common stock are subject to the conditions set
forth in the Equity Financing Agreement, including, without
limitation, the condition that a registration statement on Form
S-1 registering the shares of Company common stock to be sold to
GHS be filed with the Securities and Exchange Commission and
become effective. The Registration Rights Agreement provides that
the Company shall use commercially reasonable efforts to file the
registration statement within 30 days after the date of the
Registration Rights Agreement and have the registration statement
become effective within 90 days after it is filed. The purchase
price of the shares of Company common stock will be equal to 80%
of the market price (as determined in the Equity Financing
Agreement) calculated at the time of purchase. In connection with
the Equity Financing Agreement, the Company executed a
convertible promissory note in the principal amount of $15,000
(the $15K Note) in favor of GHS relating to GHS obligation to pay
the Companys legal fees in connection with the transaction, and
executed a promissory note in the principal amount of $20,000
(the $20K Note) as payment of the commitment fee for the Equity
Financing Agreement. The $15K Note bear interests at the rate of
8% and must be repaid on or before October 25, 2017. The amounts
under the $15K Note may be converted by GHS at any time into
shares of Company common stock at a conversion price equal to 60%
of the lowest trading price during the 10-day period prior to
conversion (as determined in the $15K Note). The $15K Note
contains certain representations, warranties, covenants and
events of default, and increases in the conversion discount and
amount of the principal and interest rates under the $15K Note in
the event of such defaults. The $20K Note bears interest at the
rate of 8% and must be repaid on or before August 22, 2017. The
foregoing is only a brief description of the material terms of
the Equity Financing Agreement, Registration Rights Agreement,
$15K Note and $20K Note, and does not purport to be a complete
description of the rights and obligations of the parties
thereunder, and such descriptions are qualified in their entirety
by reference to the agreements which are filed as an exhibit to
this Current Report. The issuance of the $15K Note and $20K Note
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, and Regulation D promulgated under
the Securities Act. The Companys 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.
On February 22, 2017, the Company issued 71,500,000 shares of
Company common stock to satisfy the conversion of $429.00 of a
convertible note payable with GHS Investments, LLC. The total
number of outstanding shares of common stock of the Company as of
February 22, 2017 after the above described issuance is
1,433,424,310. The 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 to
a convertible note payable which was negotiated directly between
the investor and the Company.
ITEM9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
| No. | Description | |
| 10.58 |
Debt Purchase Agreement dated February 17, 2017 with GHS Investments, LLC |
|
| 10.59 |
Promissory Note in the amount of $563,027 dated February 17, 2017 in favor of GHS Investments, LLC |
|
| 10.60 |
Promissory Note in the amount of $20,899.89 dated February 22, 2017 with GHS Investments, LLC |
|
| 10.61 |
Promissory Note in the amount of $59,799.12 dated February 22, 2017 with GHS Investments, LLC |
|
| 10.62 |
Equity Financing Agreement dated February 22, 2017 with GHS Investments, LLC |
|
| 10.63 |
Registration Rights Agreement dated February 22, 2017 with GHS Investments, LLC |
|
| 10.64 |
Promissory Note in the amount of $20,000 dated February 22, 2017 with GHS Investments, LLC |
|
| 10.65 |
Promissory Note in the amount of $15,000 dated February 22, 2017 with GHS Investments, LLC |
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 up +0.00010 at 0.00020 with shares trading hands.