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): June 3, 2024

PROPANC BIOPHARMA, INC.

(Exact name of registrant as specified in its charter)

302, 6 Butler Street

Camberwell, VIC, 3124 Australia

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

+61-03-9882-0780

(Registrant’s telephone number, including area code)

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):

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

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.

Effective June 3, 2024, Propanc Biopharma, Inc. (the “Company”) entered into and closed a loan agreement (the “First Loan”) with an investor (the “First Investor”), pursuant to which the First Investor loaned the Company an aggregate principal amount of $20,000 AUD. The Company intends to use the net proceeds therefrom for general working capital purposes.

The maturity date of the First Loan is June 3, 2025, or sooner at the discretion of the Company, and the First Loan bears an interest rate of twelve percent (12%) per annum. The Company has the right to prepay in full at any time with no prepayment penalty.

Effective June 5, 2024, Propanc Biopharma, Inc. (the “Company”) entered into and closed a loan agreement (the “Second Loan”) with an investor (the “Second Investor”), pursuant to which the Second Investor loaned the Company an aggregate principal amount of $100,000 AUD. The Company intends to use the net proceeds therefrom for general working capital purposes.

The maturity date of the Second Loan is June 5, 2025, or sooner at the discretion of the Company, and the Second Loan bears an interest rate of twelve percent (12%). The Company has the right to prepay in full at any time with no prepayment penalty.

The foregoing descriptions of each of the Loan do not purport to be complete and are qualified in their entirety by reference to the full text of each of the Purchase Agreements and the Loans, which are filed as Exhibits 4.1, and 4.2 to this Current Report on Form 8-K (this “Form 8-K”) and are incorporated herein by reference.

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 First and Second Loan 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 First Loan and Second Loan is incorporated herein by reference. The Loans were issued pursuant to the private placement exemption from registration provided by Section 4(a)(2) of the Securities Act and/or by Rule 506 of Regulation D promulgated thereunder.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

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.