Washington, D.C. 20549





Pursuant to Section 13 or 15(d) of The

Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): September 24, 2015



(Exact name of registrant as specified in its charter)


Delaware   000-53446   33-0662986

(State or other jurisdiction of


  (Commission File Number)   (IRS Employer Identification No.)


Level 2, 555 Riversdale Road

Cambwerwell, VIC, 3124 Australia

(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: 613 9882 0780
(Former name or former address, if changed since last report)


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 (see General Instruction A.2. below):


¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)


¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))


¨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.


On September 24, 2015, (the “Issuance Date”), Propanc Health Group Corp. (the “Company”) entered into a Promissory Note with MG Partners II Limited (the “Lender”) whereby the Lender loaned the Company $1,200,000 in exchange for the issuance of a Promissory Note (the “Note”).


Promissory Note


The Company issued a note with a principal amount of $1,200,000 to the Lender. The Debenture has a maturity date of the earlier of: (i) the date on which the Company closes a subsequent equity offering in an amount greater than the principal amount of the Note; or (ii) June 24, 2015. On its face, the Note does not accrue any interest. In the event that the Lender does not proceed with a subsequent financing, beginning on the 46th day following the Issuance Date, the Note will have a one-time interest adjustment of $180,000 on the outstanding principal of the Note. Additionally, if the Lender does not wish to proceed with a subsequent financing, the Note will also be convertible into common stock at the lower of (i) $0.0346; or (ii) a twenty percent (20%) discount to the average of the two lowest closing prices of the common stock in the five trading days prior to the date of conversion.


Security Agreement


In connection with the Note, the Company entered into a Security Agreement dated September 24, 2015 with the Lender whereby the Company agreed to grant to Lender an unconditional and continuing, first priority security interest in all of the assets and property of the Company to secure the prompt payment, performance and discharge in full of all of Company’s obligations under the Note, provided, however that in the event the Lender does not proceed with a subsequent financing, any and all security interests shall be removed.


The foregoing description of the terms of the Note and the Security Agreement do not purport to be complete and are qualified in their entirety by reference to the provisions of such agreements forms of which are filed as exhibits 4.1 and 10.1 to this Current Report on Form 8-K.


Item 3.02 Unregistered Sales of Equity Securities.


Reference is made to the disclosure set forth under Item 1.01 of this Report, which disclosure is incorporated herein by reference.


The issuance of the securities described above were completed in accordance with the exemption provided by Section 4(a)(2) of the Securities Act of 1933, as amended.


Item 9.01 Financial Statements and Exhibits


(d) Exhibits


  Exhibit Description    
4.1   Form of Promissory Note
10.1   Security Agreement







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 hereunto duly authorized.


Dated: September 29, 2015

  By: /s/ James Nathanielsz         

James Nathanielsz

President and Chief Executive Officer