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): March 17, 2017
PROPANC HEALTH GROUP CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 000-54878 | 33-0662986 | ||
|
(State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
|
302, 6 Butler Street Camberwell, VIC, 3124 Australia |
| (Address of principal executive offices) (Zip Code) |
| Registrant’s telephone number, including area code: 61 03 9882 6723 |
| (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 March 17, 2017, Propanc Health Group Corporation (the “Company”) entered into a letter agreement (the “Letter Agreement”) dated as of March 10, 2017 with Delafield Investments Limited (the “Purchaser”) pursuant to which the Company and the Purchaser have agreed to revise certain terms of a 5% original issue discount senior secured convertible debenture due October 28, 2016 in the principal amount of $4,400,000, the maturity date of which was later extended to February 28, 2017 (the “Debenture”).
Pursuant to the Letter Agreement, the Company and the Purchaser have agreed to extend the maturity date of the Debenture to September 30, 2017. In addition, from the period beginning on February 28, 2017 through and including September 30, 2017, the Company shall pay interest to the Purchaser on the aggregate unconverted and then outstanding principal amount of the Debenture pursuant to its terms.
Further, the Purchaser expressly agreed to waive compliance by the Company with Section 8 of the Debenture, which required payment by the Company of the outstanding amounts of principal and interest due under the Debenture on February 28, 2017. This waiver is not deemed to constitute an agreement by the Purchaser to waive any other event of default under the Debenture that may exist as of the date the Letter Agreement was entered into.
Except as set forth in the Letter Agreement, all of the terms and conditions of the Debenture remain unchanged and in full force and effect.
The foregoing description of the Letter Agreement is qualified in its entirety by reference to the provisions of the Letter Agreement, included as Exhibit 10.1 to this Current Report on Form 8-K, which is incorporated herein by reference.
| Item 2.03 | Creation of Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant |
The disclosure under Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 2.03 by reference.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 | Letter Agreement dated as of March 10, 2017 between Propanc Health Group Corporation and Delafield Investments Limited |
SIGNATURES
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: March 21, 2017
| PROPANC HEALTH GROUP CORPORATION | ||
| By: | /s/ James Nathanielsz | |
| James Nathanielsz | ||
| President and Chief Executive Officer | ||