Item 5.07
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Submission of Matters to a Vote of Security Holders.
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On February 16, 2017, the stockholders of
record of a majority of the outstanding shares of voting stock of Propanc Health Group Corporation (the “Company”)
executed and delivered to the Company a written consent in lieu of a stockholders’ meeting (the “Consent”). The
Consent authorized the following actions:
1. A
reverse stock split of the issued and outstanding shares of our common stock, par value $0.001 per share (the “Common Stock”),
by a ratio of not less than 1-for-10 and not more than 1-for-250 (the “Reverse Split”). The Reverse Split may be effected
at any time, with the exact ratio to be determined at a whole number within the range disclosed in the previous sentence, by the
Company’s Board of Directors in its sole discretion. Further, the Company’s Board of Directors may, also in its sole
discretion, determine whether or not a Reverse Split is effected at all.
2. The
reduction in the number of authorized shares of Common Stock from 2,000,000,000 to 100,000,000 and the reduction in the number
of authorized shares of preferred stock of the Company, par value $0.01 per share, from 10,000,000 to 1,500,005.
The Company’s Board of Directors will
determine the timing to execute a reverse stock split, based on recent progress and anticipated upcoming milestones, including
the:
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Expected completion of a GLP toxicity study for the Company’s lead product, PRP, and subsequent preparation for First-In-Man
studies; and
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Execution of a strategy to address the Company’s capital structure, reduce debt and raise additional capital sufficient
to progress PRP through clinical development.
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By undertaking these steps, the Company’s
management team hopes to better position the Company for an up-listing of its common stock to a national exchange to ensure the
long-term future of the Company and create value for its stockholders.
As the majority stockholders have approved
the actions described above through execution of the Consent in accordance with Section 228 of the Delaware General Corporation
Law, the Company will not solicit votes from any other stockholders, and will not convene a meeting of the stockholders, to further
approve them.
This Current Report on Form 8-K contains
forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange
Act of 1934. These statements involve estimates, expectations, projections, goals, assumptions, known and unknown risks, and uncertainties
and typically include words or variations of words such as “anticipate,” “believe,” “intend,”
“plan,” “predict,” “outlook,” “objective,” hope,” “forecast,”
“target,” “continue,” “will,” or “may” or other comparable terms and phrases. All
statements that address operating performance, events, or developments that the Company expects or anticipates will occur in the
future are forward-looking statements. Forward-looking statements are subject to risks and uncertainties that could cause actual
results to differ materially from those suggested by the forward-looking statements. Factors that might cause such differences
include, but are not limited to, a variety of economic, competitive, and regulatory factors, many of which are beyond the Company’s
control and are described in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2016, as well as
additional factors it may describe from time to time in other filings with the Securities and Exchange Commission. Forward-looking
statements provide the Company’s current expectations or predictions of future conditions, events, or results and speak only
as of the date they are made, but the Company can give no assurance that these expectations and assumptions will prove to have
been correct and actual results may vary materially. The Company disclaims any obligation to publicly update or revise any forward-looking
statement, except as required by law.