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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): March 15, 2023



(Exact name of registrant as specified in its charter)


Delaware   000-54878   33-0662986

(State or other jurisdiction

of incorporation)



File Number)


(I.R.S. Employer

Identification No.)


302, 6 Butler Street

Camberwell, VIC, 3124 Australia

(Address of principal executive offices) (Zip Code)


+61-03- 9882-0780

(Registrant’s telephone number, including area code)



(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))


Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:


Title of each class   Trading Symbol(s)   Name of principal U.S. market on which traded
N/A   N/A   N/A


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).


Emerging growth company


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐







Section 5 – Corporate Governance and Management


Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.


On March 15, 2023, Propanc Biopharma, Inc. (the “Company”), filed a certificate with the Secretary of State of Delaware (the “Certificate of Retirement”), effecting the retirement and cancellation of the Company’s Series A Preferred Stock (the “Series A Preferred Stock”) to eliminate from its Certificate of Incorporation, as amended (the “Certificate of Incorporation”), all references to the Series A Preferred Stock, including, without limitation, the Certificate of Designation governing the Series A Preferred Stock. No shares of Series A Preferred Stock are currently outstanding.


Pursuant to Section 243(b) of the General Corporation Law of the State of Delaware, once the Certificate of Retirement became effective, it had the effect of amending the Certificate of Incorporation to eliminate all references to the Series A Preferred Stock. The retired shares were returned to the status of authorized but unissued shares of preferred stock, par value $0.01 per share, of the Company, without designation as to series.


The foregoing description of the Certificate of Retirement does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Retirement, which is filed as Exhibit 3.15 to this Current Report on Form 8-K and is incorporated herein by reference.


Section 9 – Financial Statements and Exhibits


Item 9.01 Financial Statements and Exhibits.


(d) Exhibits:


Exhibit No.   Description
3.15*   Certificate of Retirement of Series A Preferred Stock of the Company, dated March 15, 2023.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)


* Filed herewith






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.


  By: /s/ James Nathanielsz
  Name: James Nathanielsz
Dated: March 17, 2023 Title: Chief Executive Officer