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): ~~April~~February 1012, ~~2018~~2019

RICH PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

NEVADA	000-54767	46-3259117
WYOMING	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:

◻Check the ~~Written~~appropriate ~~communications~~box ~~pursuant~~below if the Form 8-K filing is intended to ~~Rule~~simultaneously ~~425~~satisfy ~~under~~the filing obligation of the ~~Securities~~registrant under ~~Act~~any ~~(17~~of ~~CFR~~the ~~230.425)~~following provisions:

◻• ~~Soliciting~~Written ~~material~~communications pursuant to Rule ~~14a-12~~425 under the ~~Exchange~~Securities Act (17 CFR ~~240~~230.~~14a-12~~425)

◻• ~~Pre-commencement~~Soliciting ~~communications~~material pursuant to Rule ~~14d~~14a-~~2(b)~~12 under the Exchange Act (17 CFR 240.~~14d~~14a-~~2(b~~12))

◻• Pre-commencement communications pursuant to Rule ~~13e~~14d-42(cb) under the Exchange Act (17 CFR 240.~~13e~~14d-42(cb))

•	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.

Effective February 12, 2019, Rich Pharmaceuticals, Inc. (the “Company”) agreed to convert a total of $71,250 in outstanding payables to six Company officers, directors and service providers into 1,425,000,000 shares of restricted common stock, including Ben Chang, the Company’s Chief Executive Officer; Tsailing Chang, the Company’s Corporate Secretary; and Carole Salvador, the Company’s Director.

Item 3.02

Unregistered Sales of Equity Securities

OnThe above-referenced ~~April~~issuances 4,of ~~2018~~shares described in Item 1.01 were made in reliance on the ~~Company~~exemption ~~issued~~provided ~~85,280,000~~by Section 4(2) of ~~shares~~the Securities Act for the offer and sale of securities not involving a public offering. The Company's ~~common~~reliance ~~stock~~upon toSection ~~satisfy~~4(2) of the ~~conversion~~Securities Act in issuing the securities was based upon the following factors: (a) the issuance of ~~$8,528.00~~the securities were isolated private transactions by us which did not involve a public offering; (b) there was only 6 investors who are accredited investors; (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 will be pursuant to a ~~convertible~~debt ~~note~~conversion ~~payable~~agreements ~~with~~negotiated directly ~~GHS~~between ~~Investments,~~each ~~LLC~~debtholder and the Company.

~~On April 10, 2018 the Company issued 89,530,000~~Item ~~shares~~5.02 Departure of ~~Company~~Directors ~~common~~or ~~stock~~Certain toOfficers; ~~satisfy~~Election ~~the conversion~~ of ~~$8,953.00~~Directors; Appointment of aCertain Officers; ~~convertible~~Compensatory Arrangements ~~note~~of ~~payable~~Certain ~~with GHS Investments, LLC~~Officers.

~~The~~Effective February ~~above-referenced~~12, ~~issuances~~2019, ofthe ~~shares~~Company ~~were made~~agreed into ~~reliance~~issued onBen Chang, the ~~exemption~~Company’s ~~provided~~Chief byExecutive ~~Section~~Officer, ~~4(2)~~150,000,000 options to purchase shares of ~~the~~Company ~~Securities~~common ~~Act~~stock ~~for~~under the ~~offer~~2019 ~~and~~Plan ~~sale~~at an exercise price of ~~securities~~$0.0001 ~~not~~per ~~involving a~~share, ~~public~~and ~~offering~~agreed to issue Mr. Chang ~~The~~600,000,000 shares of Company's ~~reliance~~common ~~upon~~stock ~~Section~~in ~~4(2)~~conversion of ~~the~~$30,000 ~~Securities~~accrued ~~Act~~compensation inowed ~~issuing~~to ~~the~~Mr. ~~securities~~Chang. ~~was~~Effective ~~based~~February 12, ~~upon~~2019, the ~~following~~ ~~factors:~~Company ~~(a)~~agreed to issued Tsailing Chang, the ~~issuance~~Company’s Corporate Secretary, 150,000,000 options to purchase shares of Company common stock under the ~~securities~~2019 ~~was~~Plan at an ~~isolated~~exercise ~~private~~price ~~transaction~~of by$0.0001 usper ~~which~~share, ~~did~~and ~~not~~agreed ~~involve~~to aissue ~~public offering;~~Ms. ~~(b)~~Chang ~~there~~150,000,0000 shares ~~was~~of ~~only~~Company acommon ~~one~~stock ~~investor~~in ~~who~~conversion ~~was~~of an$7,500 ~~accredited~~accrued ~~investor;~~compensation ~~(c)~~owed ~~there~~to ~~were~~Ms. noChang. ~~subsequent~~Effective orFebruary ~~contemporaneous~~12, ~~public offerings~~2019, of the Company ~~securities~~agreed byto ~~us;~~issued ~~(d)~~Carole Salvador, the ~~securities~~Company’s ~~were~~Director, ~~not~~150,000,000 ~~broken~~options ~~down~~to ~~into~~purchase ~~smaller~~shares ~~denominations;~~of ~~and~~Company ~~(e)~~common stock under the ~~issuance~~2019 Plan at an exercise price of ~~shares~~ ~~was~~$0.0001 ~~pursuant~~per share, and agreed to aissue ~~convertible~~Ms. ~~note~~Salvador ~~payable~~150,000,0000 ~~which~~shares ~~was~~of ~~negotiated~~Company common ~~directly~~stock ~~between~~in ~~the~~conversion ~~investor~~of ~~and~~$7,500 ~~the~~accrued ~~Company~~compensation owed to Ms. Salvador.

~~The~~Item ~~total~~8.01 ~~number~~Other ~~of outstanding shares of common stock of the Company as of April 13, 2018 after the above described issuances is 1,883,867,821.~~Events

Effective February 12, 2019, the Company’s board of directors approved the adoption of Rich Pharmaceuticals, Inc. 2019 Stock Option/Stock Issuance Plan (the "2019 Plan”). The 2019 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 2019 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 2019 Plan. A total of 1,500,000,000 shares of common stock have been reserved for awards under the 2019 Plan. On February 12, 2019, the Board of Directors of the Company approved the grant of 1,200,000,000 options to purchase Company common stock to a total of 13 directors, officers, employees and consultants of the Company. The options have an exercise price of $0.0001 per share and are subject to vesting schedules and other terms as provided in the individual option grants. The foregoing is only a brief description of the material terms of the 2019 Plan, 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 2019 which is filed as an exhibit to this Current Report.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

No.	Description
10.75	2019 Stock Option Plan

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: April 13, 2018	By:	/s/ Ben Chang
Dated: February 12, 2019	By:	/s/ Ben Chang
		Ben Chang Chief Executive Officer

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