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Date of Report (Date of earliest event reported): August 8, 2023 (July 19, 2023)



(Exact name of registrant as specified in its charter)


Delaware   000-54878   33-0662986

(State or other jurisdiction

of Incorporation)



File Number)


(IRS Employer

Identification Number)


302, 6 Butler Street

Camberwell, VIC, 3124 Australia

(Address of registrant’s principal executive office) (Zip code)



(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 Act:


Title of each class   Trading Symbol(s)   Name of each exchange on which registered
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. ☐






Item 1.01 Entry into a Material Definitive Agreement.


Purchase Agreement


On July 19, 2023, Propanc Biopharma, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with an investor (the “Investor”), which closed on July 28, 2023, pursuant to which the Investor purchased a convertible promissory note (the “Note”) from the Company in the aggregate principal amount of $45,000, such principal and the interest thereon convertible into shares of common stock of the Company, par value $0.001 per share (the “Common Stock”), at the option of the Investor at any time after 180 days of the issuance date of the Note (the “Conversion Shares”). The Company intends to use the net proceeds from such purchase for general working capital purposes.


The conversion price for the Note is equal to 65% of the market price of the Common Stock, which is based on the average of the lowest three trading prices of the Common Stock for the ten trading days immediately prior to the delivery of a notice of conversion of the Note. Notwithstanding the foregoing, such conversions are subject to a 4.99% beneficial ownership limitation and adjustments for stock splits, stock dividends or rights offerings, mergers, consolidations, reorganizations and similar events set forth in the Note. Pursuant to the Note, the Company is required to maintain an initial reserve of at least 500% of the number of Conversion Shares, subject to any increase or decrease of such reserved amount to reflect the Company’s obligations under the Note.


The maturity date of the Note is July 19, 2024 and bears interest at a rate of 8% per annum, which may be increased to 22% in the event of a default. During the first 60 days following the date of the Note, the Company has the right to prepay the principal and accrued but unpaid interest due under the Note issued, together with any other amounts that the Company may owe the Investor under the terms of the Note, at a 110% premium of the face amount plus accrued and unpaid interest and any other amounts owed to the Holder, which increases to (i) 115% if prepaid after 60 days, but less than 91 days from the issuance date, (ii) 120% if prepaid after 90 days, but less than 121 days from the issuance date, (iii) 125% if prepaid after 120 days, but less than 151 days from the issuance date, and (iv) 129% if prepaid after 150 days, but less than 181 days from the issuance date. After this initial 180-day period, the Company does not have a right to prepay the Note. Additionally, pursuant to the Note, so long as the Note is outstanding, the Company agreed not to sell, lease or otherwise dispose of all or substantially all of its assets outside the ordinary course of business which would render the Company a “shell company” as defined in Rule 144 of the Securities Act, as amended (the “Securities Act”), without the Investor’s consent.


The Note contains certain events of default, including failure to timely issue the Conversion Shares, failure to maintain the listing of the Common Stock on at least one of the OTC markets (which specifically includes the quotation platforms maintained by the OTC Markets Group) or an equivalent replacement exchange, failure to comply with its reporting requirements under the Securities Exchange Act of 1934, as amended, a default by the Company under any other agreements entered into with the Investor, as well as certain customary events of default set forth in the Note, including, among others, breach of covenants, representations or warranties, insolvency, bankruptcy, liquidation and failure by the Company to pay the principal and interest due under the Note. Upon an event of default, the Note will become immediately due and payable and the Company in an amount equal to 150% of an amount equal to the then outstanding principal amount of the Note plus any interest accrued upon such event of default or prior events of default.


The foregoing descriptions of each of the Purchase Agreement and the Note do not purport to be complete and are qualified in their entirety by reference to the full text of each of the Purchase Agreement and the Note, which are filed as Exhibits 10.1 and 4.1, respectively, to this Current Report on Form 8-K (this “Form 8-K”) and are incorporated herein by reference.


Item 1.02 Termination of a Material Definitive Agreement.


As previously disclosed in the Quarterly Report on Form 10-Q filed by the Company with the U.S. Securities and Exchange Commission on November 14, 2022, the Company had entered into a common stock purchase agreement (the “Equity Line Agreement”) with an institutional investor as of November 3, 2022, pursuant to which the Company had the option to request that such investor commit to purchase up to $5,000,000 of Common Stock in accordance with the terms of such agreement. On July 25, 2023, due to a disagreement between the parties relating to the registration of such shares of Common Stock, the Company notified such investor of the termination of the Equity Line Agreement.


Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.


The applicable information set forth in Item 1.01 of this Form 8-K with respect to the Purchase Agreement and the Note above is incorporated herein by reference.


Item 3.02 Unregistered Sales of Equity Securities.


The applicable information disclosed in Item 1.01 of this Form 8-K regarding the issuance of the Note is incorporated herein by reference. The Note was issued pursuant to the private placement exemption from registration provided by Section 4(a)(2) of the Securities Act and by Rule 506 of Regulation D promulgated thereunder.


Item 9.01 Financial Statements and Exhibits.


(d) Exhibits:


Exhibit No.   Description
4.1   8% Convertible Promissory Note, dated July 19, 2023, issued to the Investor.
10.1   Securities Purchase Agreement, dated as of July 19, 2023, by and between the Company and the Investor.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)






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.


Date: August 8, 2023 PROPANC BIOPHARMA, INC.
  By: /s/ James Nathanielsz
  Name: James Nathanielsz
  Title: Chief Executive Officer and Chief Financial Officer