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): ~~February~~June 1211, 2019

RICH PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

WYOMING

000-54767

46-3259117

(State or other jurisdiction of

incorporation or organization)

Commission file number

(IRS Employer

Identification No.)

~~9595~~145 ~~Wilshire~~S. ~~Blvd,~~Fairfax ~~Suite~~Ave ~~900~~#200

~~Beverly~~Los ~~Hills~~Angeles, CA ~~90212~~90036

(Address of principal executive offices)

(~~424~~702) ~~230~~ 825-~~7001~~2254

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

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

•☐ ~~Soliciting~~Pre-commencement ~~material~~communications pursuant to Rule ~~14a~~14d-122(b) under the Exchange Act (17 CFR 240.~~14a~~14d-122(b))

•☐ Pre-commencement communications pursuant to Rule ~~14d~~13e-24(bc) under the Exchange Act (17 CFR 240.~~14d~~13e-24(bc))

•Item 1.01 ~~Pre-commencement~~Entry ~~communications~~into ~~pursuant~~a toMaterial ~~Rule~~Definitive ~~13e-4(c) under the Exchange Act (17 CFR 240~~Agreement.~~13e-4(c))~~

~~Item~~On June 11, 2019, Rich Pharmaceuticals, Inc. (the “Company”) executed an Asset Assignment Agreement with Richard L. Chang Holdings, LLC (“Holdings”) pursuant to which the Company assigned to Holdings certain of the Company’s intellectual property assets related to its historical drug development business in consideration of Holding’s (or a third party) assumption of certain debt of the Company in the amount of $229,194 and the cancellation of debt owed by the Company to Holdings and Ben Chang in the amount of $1,216,064.01 ~~Entry~~The ~~Into~~foregoing is only a ~~Material~~brief ~~Definitive~~description of the material terms of the Asset Assignment Agreement 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.

~~Effective~~On ~~February~~June 1211, 2019, ~~Rich~~the ~~Pharmaceuticals~~Company executed an Asset Licensing Agreement with Geopulse Exploration, Inc. (~~the~~ “~~Company~~Geopulse”) ~~agreed~~pursuant to which Geopulse licensed to ~~convert~~the aCompany ~~total~~the ofOnline ~~$71~~Marketplace Technology,~~250~~ inand ~~outstanding~~all related technologies, and its exchange URL ~~payables~~and trade secrets, and data related to ~~six~~the Online Marketplace Technology. The Online Marketplace Technology is a marketplace/exchange software used in industries that are highly regulated. The technology is intended to facilitate the exchange of products that are certified and lab tested between vetted parties using a save escrow/payment mechanism. The Company ~~officers,~~intends ~~directors~~to utilize the technology to customize launch, and ~~service~~manage ~~providers~~a ~~into~~HEMP 1exchange for compliant HEMP products. In consideration for the license,~~425~~ the Company has agreed to issue 3,500,000,000 shares of restricted Company common stock, ~~including~~to Geopulse. The issuance of the shares of ~~Ben~~Company ~~Chang~~common stock 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 ~~Chief~~reliance upon ~~Executive~~Section ~~Officer~~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; ~~Tsailing~~(b) ~~Chang,~~there was only one recipient; (c) there were no subsequent or contemporaneous public offerings of the securities by the Company’s; ~~Corporate~~(d) ~~Secretary~~the securities were not broken down into smaller denominations; ~~and~~(e) ~~Carole~~the ~~Salvador,~~negotiations for the issuance of the securities took place directly between the individual and the Company’s; ~~Director~~and (f) the recipient of the shares was an accredited investor. The foregoing is only a brief description of the material terms of the Asset Licensing Agreement 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.

On June 19, 2019, the Company executed a Promissory Note (the “Holdings Note”) in the amount of $181,108 with Holdings. The Holdings Note bears interests at the rate of 10% and must be repaid on or before May 19, 2020. The amounts under the Holdings Note may be converted by Holdings 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 Holdings Note). The Holdings 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 Holdings Note in the event of such defaults. The foregoing is only a brief description of the material terms of the Holdings 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 Holdings 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.

On June 19, 2019, the Company executed a Promissory Note (the “SDLG Note”) in the amount of $45,505 with SD Law Group APC (“SDLG”). The SDLG Note bears interests at the rate of 10% and must be repaid on or before May 19, 2020. The amounts under the SDLG Note may be converted by SDLG 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 SDLG Note). The SDLG 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 SDLG Note in the event of such defaults. The foregoing is only a brief description of the material terms of the SDLG 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 SDLG 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 ~~above-referenced~~descriptions ~~issuances~~ of ~~shares~~the equity securities described in Item 1.01 ~~were~~issued ~~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 were isolated private transactions by us which did not involve a public offering; (b) there was only 6 investors who are ~~accredited investors;~~incorporated (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 debt conversion agreements negotiated directly between each debtholder and the Companyherein.

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 pursuant to a convertible note payable which was negotiated directly between the investor and the Company.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective ~~February~~as 12of June 24, 2019, ~~the Company agreed to issued~~ Ben Chang, ~~the~~resigned ~~Company’s~~all ~~Chief Executive Officer, 150,000,000 options to purchase shares~~ of ~~Company~~his ~~common~~officer ~~stock~~positions ~~under the 2019 Plan at an exercise price of $0.0001 per share,~~ and ~~agreed~~as toa ~~issue~~director ~~Mr. Chang 600,000,000 shares~~ of ~~Company common stock in conversion of $30,000 accrued compensation owed to Mr. Chang. Effective February 12, 2019,~~ the Company ~~agreed to issued Tsailing Chang~~, ~~the~~and ~~Company’s~~Carol ~~Corporate~~Salvador ~~Secretary,~~resigned as ~~150,000,000~~a ~~options~~director ~~to purchase shares~~ of ~~Company common stock under~~ the ~~2019 Plan at an exercise price of $0~~Company.~~0001~~ ~~per~~Effective ~~share,~~as ~~and agreed to issue Ms. Chang 150,000,0000 shares~~ of ~~Company~~June ~~common stock in conversion of $7~~24,~~500~~ ~~accrued compensation owed to Ms. Chang. Effective February 12,~~ 2019, ~~the Company~~Marcus ~~agreed~~Laun towas ~~issued~~appointed ~~Carole~~as ~~Salvador,~~ the ~~Company’s~~Chief ~~Director,~~Executive ~~150,000,000~~Officer ~~options to purchase shares of Company common stock under the 2019 Plan at an exercise price of $0.0001 per share,~~ and ~~agreed~~as ~~to issue Ms. Salvador 150,000,0000 shares of Company~~a ~~common~~director ~~stock in conversion~~ of ~~$7,500~~the ~~accrued compensation owed to Ms~~Company. ~~Salvador.~~

Item 8 5.0107 ~~Other~~Submission ~~Events~~of Matters to a Vote of Security Holders.

~~Effective~~On ~~February~~June 1211, 2019, the ~~Company’s~~Asset ~~board~~Assignment ofAgreement ~~directors~~with ~~approved~~Holdings ~~the~~described ~~adoption~~in ofItem ~~Rich Pharmaceuticals, Inc~~1.01 ~~2019~~above ~~Stock~~was ~~Option/Stock Issuance~~approved ~~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~~written ofconsent ~~awards~~ of ~~stock options or other~~ ~~stock based awards. The 2019 Plan is administered by~~ the ~~board~~shareholders of ~~directors. Directors, officers, employees and consultants of~~ the Company ~~and its affiliates are eligible to participate under the 2019 Plan~~. AAs ~~total~~ of ~~1,500,000,000~~the ~~shares~~date of ~~common stock have been reserved for awards under~~ the ~~2019~~written ~~Plan. On February 12~~consent, ~~2019,~~there ~~the~~were ~~Board of Directors of the Company approved the grant of 1~~3,~~200~~509,~~000~~043,~~000~~859 ~~options~~shares ~~to purchase Company common stock to a total of 13 directors~~outstanding, ~~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~~written inconsent ~~the~~was ~~individual~~approved ~~option~~by ~~grants.~~shares ~~The~~representing ~~foregoing~~6,600,157,600 is(including ~~only a brief description of~~ the ~~material terms of the 2019 Plan~~6,000,000 ~~and~~preferred ~~does~~shares ~~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 ishave ~~filed~~1000:1 asvoting ~~an exhibit to this Current Report~~rights).

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

No.	Description
10.75	2019 Stock Option Plan
10.74	Asset Assignment Agreement dated June 11, 2019 with Richard L. Chang Holdings LLC
10.75	Asset Licensing Agreement dated June 11, 2019 with Geopulse Exploration, Inc.
10.76	Promissory Note dated June 19, 2019 with Richard L. Chang Holdings LLC
10.77	Promissory Note dated June 19, 2019 with SD Law Group APC

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: February 12, 2019	By:	/s/ Ben Chang
Dated: July 2, 2019	By:	/s/ Marcus Laun
		Ben Chang Chief Executive Officer
		Marcus Laun Chief Executive Officer

Filing Compare · Rich Pharmaceuticals, Inc.