Form D

Notice of Exempt Offering of Securities

Item 1. Issuer's Identity

Name of Issuer:
INNOVATE BIOPHARMACEUTICALS, INC.
Jurisdiction of Incorporation/Organization
DELAWARE
Year of Incorporation/Organization
Over Five Years Ago

Previous Name(s)

  • WRASP 35, INC.
  • MONSTER DIGITAL, INC.
  • TANDON DIGITAL, INC.
Entity Type
CORPORATION

Item 2 Issuer Principal Place of Business and Contact Information

8480 HONEYCUTT ROAD
SUITE 120
RALEIGH, NC 27615
Phone Number: subscription required

Item 3. Related Persons

Name
JAY MADAN
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
SANDEEP LAUMAS
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
CHRISTOPHER PRIOR
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
ROY PROUJANSKY
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
LORIN JOHNSON
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
ANTHONY MAIDA
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
ANNA KAZANCHYAN
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 4. Industry Group

BIOTECHNOLOGY

Item 5. Issuer Size

Revenue Range (for issuer not specifying "hedge" or "other investment" fund in Item 4 above)
DECLINE TO DISCLOSE

Item 6. Federal Exemptions and Exclusions Claimed

Item 7. Type of Filing

New Notice
Date of First Sale in this Offering:
01/29/2018

Item 8. Duration of Offering

Does the issuer intend this offering to last more than one year?
No

Item 9. Type(s) of Securities Offered

  • Equity
  • Option, Warrant or Other Right to Acquire Another Security
  • Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security

Item 10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer?
Yes
Clarification of Response

Item 11. Minimum Investment

Minimum Investment accepted from any outside investor
0

Item 13. Offering and Sales Amounts

Total Offering Amount
92751768
Total Amount Sold
92751768
Total Remaining to be Sold
0
Clarification of Response
TOTAL OFFERING AMOUNT REPRESENTS THE AGGREGATE OFFERING AMOUNT OF COMMON SHARES AND WARRANTS TO PURCHASE COMMON STOCK ISSUED PURSUANT TO A MERGER AGREEMENT.

Item 14. Investors

Securities in the offering have been or may be sold to persons who do not qualify as accredited investors,
Number of non-accredited investors who already have invested in the offering:
Total number of investors who already have invested in the offering:
194

Item 15. Sales Commissions and Finders' Fees Expenses

Sales Commissions:
0.0
Finders' Fees
0.0
Clarification of Response

Item 16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers,directors or promoters in response to Item 3 above.
0.0
Clarification of Response

Signature and Submission

Issuer Name
INNOVATE BIOPHARMACEUTICALS, INC.
Issuer Signature
/S/ JAY MADAN
Signer Name
JAY MADAN
Signer Title
PRESIDENT
Signature Date
02/12/2018

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