Current Report Filing (8-k)
December 30 2016 - 4:22PM
Edgar (US Regulatory)
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):
December 23, 2016
PROPANC HEALTH GROUP CORPORATION
(Exact name of registrant as specified in
its charter)
Delaware
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000-54878
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33-0662986
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(State or other jurisdiction of
incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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302, 6 Butler
Street
Camberwell,
VIC, 3124 Australia
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(Address of principal executive offices) (Zip Code)
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Registrant’s telephone number, including area code:
61 03 9882 6723
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(Former name or former address, if changed since last report)
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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):
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¨
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Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01
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Entry into a Material
Definitive Agreement
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On December 23, 2016, Propanc Health Group
Corporation (the “Company”) entered into a Securities Purchase Agreement (the “Eagle SPA”) dated as of December
21, 2016, with Eagle Equities, LLC (“Eagle Equities”), pursuant to which Eagle Equities purchased two 8% convertible
redeemable junior subordinated promissory notes, each in the principal amount of $157,500. The first note (the “First Note”)
was funded with cash and the second note (the “Eagle Back-End Note”) was initially paid for by an offsetting promissory
note issued by Eagle Equities to the Company (the “Note Receivable”). The terms of the Eagle Back-End Note require
cash funding prior to any conversion thereunder. The Note Receivable is due August 21, 2017, unless certain conditions are not
met, in which case both the Eagle Back-End Note and the Note Receivable may both be cancelled. Both the First Note and the Eagle
Back-End Note have a maturity date one year from the date of issuance upon which any outstanding principal and interest is due
and payable. The amounts cash funded plus accrued interest under both the First Note and the Eagle Back-End Note are convertible
into common stock, par value $0.001 (the “Common Stock”), of the Company at a conversion price equal to 60% of the
lowest closing bid price of the Common Stock for the ten trading days prior to the conversion, subject to adjustment in certain
events.
The First Note may be prepaid with certain
penalties within 180 days of issuance. The Eagle Back-End Note may not be prepaid. However, in the event the First Note is redeemed
within the first six months of issuance, the Eagle Back-End Note will be deemed cancelled and of no further effect.
The Eagle Back-End Note will not be cash
funded and such note, along with the Note Receivable, will be immediately cancelled if the shares do not maintain a minimum trading
price during the five days prior to such funding and a certain aggregate dollar trading volume during such period. Upon an event
of default, principal and accrued interest will become immediately due and payable under the notes. Additionally, upon an event
of default, both notes will accrue interest at a default interest rate of 24% per annum or the highest rate of interest permitted
by law. Further, certain events of default may trigger penalty and liquidated damage provisions.
The foregoing descriptions of the Eagle
SPA, the First Note and the Eagle Back-End Note are qualified in their entirety by reference to the provisions of the Eagle SPA,
the First Note and the Eagle Back-End Note, included in Exhibits 10.1, 4.1 and 4.2, respectively, to this Current Report on Form
8-K, which are incorporated herein by reference.
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Item 1.02
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Termination of a Material
Definitive Agreement
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By letter dated December 21, 2016, the Company
provided written notice to GHS Investments, LLC (“GHS”), that the Company was terminating the Equity Financing Agreement
(the “Financing Agreement”) dated as of December 1, 2016 between the Company and GHS. The effective date of the termination
is December 27, 2016. The Company terminated the Financing Agreement according to its terms and the termination does not give rise
to any early termination fees or penalties.
Pursuant to the Financing Agreement and
the related Registration Rights Agreement dated as of December 1, 2016 between GHS and the Company (the “Registration Rights
Agreement”), GHS agreed to purchase up to $7.0 million of Common Stock, from time to time, following the registration of
such shares pursuant to an effective registration statement. Following such time, the Company would have the right to deliver puts
to GHS and GHS would be obligated to purchase registered shares of Common Stock based on the investment amount specified in each
put, subject to certain limitations. No puts were delivered to GHS by the Company pursuant to the Financing Agreement.
In addition, pursuant to the Financing Agreement,
upon the filing of the resale registration statement on or before the 30th calendar day following the effective date of the Financing
Agreement, GHS was to pay $250,000 to the Company in immediately available funds and the Company would issue to GHS a $250,000
junior subordinated promissory note with a maturity date nine months from the original issuance date (the “GHS Note”).
Due to the termination of the Financing Agreement, GHS will not pay the $250,000 to the Company and no GHS Note will be issued.
Further, upon both parties signing of the
Financing Agreement, the Company issued to GHS a $20,000 unsecured junior subordinated promissory note that accrues interest at
a rate of 5% and matures six months from the date of issuance (the “Commitment Note”). In the event of default, principal
and accrued interest under the Commitment Note becomes immediately due and payable. The Commitment Note remains outstanding.
The foregoing descriptions
of the Financing Agreement, the Registration Rights Agreement, the GHS Note and the Commitment Note are qualified in their entirety
by reference to the provisions of the Financing Agreement, the Registration Rights Agreement, the GHS Note and the Commitment Note,
included in Exhibits 10.2, 10.3, 4.3 and 4.4, respectively, to the Company’s Current Report on Form 8-K filed with the SEC
on December 7, 2016, which are incorporated herein by reference.
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Item 2.03
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Creation of Direct Financial
Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
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The disclosure under Item 1.01 of this Current
Report on Form 8-K is incorporated into this Item 2.03 by reference.
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Item 3.02
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Unregistered Sales of
Equity Securities
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The disclosure under
Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 3.02 by reference.
In connection with
the issuances to Eagle Equities disclosed above, the Company claimed an exemption from the registration requirements of the Securities
Act of 1933, as amended (the “Securities Act”), pursuant to the exemption for transactions by an issuer not involving
any public offering under Section 4(a)(2) of the Securities Act. The Company made this determination based on representations of
the acquiror that it was acquiring the securities for its own account with no intent to distribute the securities. No general solicitation
or general advertising were used in connection with these issuances.
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Item 9.01
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Financial Statements
and Exhibits
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(d) Exhibits
Exhibit No.
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Description
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4.1
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8% Convertible Redeemable Junior Subordinated Promissory Note due December 21, 2017 issued to Eagle Equities, LLC
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4.2
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8% Convertible Redeemable Junior Subordinated Promissory Note (Back End Note) due December 21, 2017 issued to Eagle Equities, LLC
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10.1
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Securities Purchase Agreement dated as of December 21, 2016 between Propanc Health Group Corporation and Eagle Equities, LLC
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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: December 29, 2016
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PROPANC HEALTH GROUP CORPORATION
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By:
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/s/ James Nathanielsz
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James Nathanielsz
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President and Chief Executive Officer
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