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Re: DezzyDazzler11 post# 22217

Wednesday, 11/15/2017 9:47:28 PM

Wednesday, November 15, 2017 9:47:28 PM

Post# of 27676
Hard 2 say bro. RCHA should be trading much higher even without merger news imo, just the funding is terrible here like always. I would think if news came out pertaining 2 merger it would easily get back 2 your buy in area.

IMO, RCHA not diluting anymore could mean a lot. Maybe that equity financing that HPGN had to raise was meant for something. HPGN filed a 8-A12G end of October. Had some stock warrants and article of merger. Link is on bottom.

On June 28, 2017, the Company executed an Asset Assignment Agreement (“Asset Assignment Agreement”) with Richard L. Chang Holding’s LLC (“Holdings LLC”), pursuant to which Holdings was issued 60,000,000 shares of the Company’s common stock and 2,000,000 restricted, non-convertible, non-dividend paying shares of the Company’s preferred stock with 1000 to 1 voting rights over shares of the Company’s common stock. In consideration of these share issuances, Holdings LLC has assigned to the Company all of its rights, title and interest in United States Utility Patent Application No. 62/420,177 filed on November 10, 2016, titled “ COMPOSITIONS AND METHODS OF USE OF PHORBOL ESTERS FOR THE TREATMENT OF PARKINSON’S DISEASE”  and all related intellectual property, inventions and trade secrets, data, and clinical study results. Additionally, the Company issued 15,000,000 common shares to Rich Pharmaceuticals, Inc. for use of the clinical trial under an Investigational New Drug Application. The Asset Assignment Agreement grants to Holdings LLC the right to require the Company to assign back to Holdings LLC the Patent Application and all related intellectual property in the even the Company does not raise a minimum of $1,000,000 in equity financing by June 28, 2018 .  In the event that Holdings LLC exercises this right of reversion, the 2,000,000 shares of Preferred Stock issued to Holdings LLC shall be assigned to Apica Investments Limited or its assignees. The common and preferred shares were valued at $77,000. Further cash compensation was given in the amount of $100,000 totaling an investment of $177,000.



Pursuant to the June 28, 2017 Asset Assignment Agreement with Holdings LLC and its assignment to the Company all of its rights, title and interest in United States Utility Patent Application No. 62/420,177 filed on November 10, 2016, titled “ COMPOSITIONS AND METHODS OF USE OF PHORBOL ESTERS FOR THE TREATMENT OF PARKINSON’S DISEASE”  and all related intellectual property, inventions and trade secrets, data, and clinical study results there is a major fund raising requirement. The Company must raise a minimum of $1,000,000 in equity financing by June 28, 2018. The Asset Assignment Agreement grants to Holdings LCC the right to require the Company to assign back to Holdings LLC the Patent Application and all related intellectual property in the event the Company does not raise a minimum of $1,000,000 in equity financing by June 28, 2018 .  In the event that Holdings LLC exercises this right of reversion, the 2,000,000 shares of Preferred Stock issued to Holdings LLC shall be assigned to Apica Investments Limited or its assignees. As of August 31, 2017, the Company has not raised any capital towards the $1,000,000 requirement.



Item 1. Description of Registrant’s Securities to be Registered.
 
The description of securities contained in Registrant’s Registration Statement on Form S-1, as amended, filed with the commission (File No. 333-207383) is incorporated by reference into this registration statement.
 
Item 2. Exhibits
 
Exhibit No.

Description of Exhibit
Exhibit 2.1
 
Asset Assignment Agreement(4)
Exhibit 3.1
 
Articles of Incorporation of the Registrant (1)
Exhibit 3.2
 
Bylaws of the Registrant (1)
Exhibit 3.3
 
Certificate of Amendment(3)
Exhibit 3.4
 
Certificate of Amendment(3)
Exhibit 3.5
 
Certificate of Amendment(7)
Exhibit 3.6
 
Articles of Merger(6)
Exhibit 3.7
 
Certificate of Amendment(6)
Exhibit 4.1
 
Amendment to Promissory Note(4)
Exhibit 4.2
 
Promissory Convertible Note(4)
Exhibit 4.3
 
Common Stock Purchase Warrant(4)
Exhibit 4.4
 
Common Stock Purchase Warrant(4)
Exhibit 4.5
 
Common Stock Purchase Warrant(4)
Exhibit 4.6
 
Common Stock Purchase Warrant(4)
Exhibit 4.7
 
Common Stock Purchase Warrant(4)
Exhibit 4.8
 
Common Stock Purchase Warrant(4)

 
 
 
Exhibit 10.1
 
Marketing and Sales Distribution Agreement(1)
Exhibit 10.2
 
Marketing and Sales Distribution Agreement(2)
Exhibit 10.3
 
Marketing and Sales Distribution Agreement(2)
Exhibit 10.4
 
Marketing and Sales Distribution Agreement(2)
Exhibit 10.5
 
Marketing and Sales Distribution Agreement(2)
Exhibit 10.6
 
Consulting Agreement(4)
Exhibit 10.7
 
Consulting Agreement(4)
Exhibit 10.8
 
Employment Agreement(5)
Exhibit 10.9
 
Consulting Agreement(5)
Exhibit 10.10
 
Support and Collaboration Agreement(5)

https://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=12338407
 


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