UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
SCHEDULE
14C
(Rule
14c-101)
Information
Statement Pursuant to Section 14(c)
of
the Securities Exchange Act of 1934
Check
the appropriate box:
[X]
|
Preliminary
Information Statement
|
[ ]
|
Confidential,
for Use of the Commission Only (as permitted by Rule 14c-5(d)(2))
|
[ ]
|
Definitive
Information Statement
|
PROPANC
BIOPHARMA, INC.
(Name
of Registrant as Specified in its Charter)
Payment of Filing Fee (Check the appropriate box):
|
|
|
[X]
|
No
fee required.
|
|
|
[ ]
|
Fee
computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
|
|
|
(1)
|
Title
of each class of securities to which transaction applies:
|
|
|
(2)
|
Aggregate
number of securities to which transaction applies:
|
|
|
(3)
|
Per
unit price or other underlying value of transaction computed pursuant to Exchange Act. Rule 0-11 (Set forth the amount on
which the filing fee is calculated and state how it was determined):
|
|
|
(4)
|
Proposed
maximum aggregate value of transaction:
|
|
|
(5)
|
Total
fee paid:
|
|
|
[ ]
|
Fee
paid previously with preliminary materials.
|
|
|
[ ]
|
Check
box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date
of its filing.
|
|
(1)
|
Amount
Previously Paid:
|
|
|
|
|
(2)
|
Form,
Schedule or Registration Statement No.:
|
|
|
|
|
(3)
|
Filing
Party:
|
|
|
|
|
(4)
|
Date
Filed:
|
Propanc
Biopharma, Inc.
6
Butler Street, Camberwell
VIC,
3124 Australia
NOTICE
OF ACTION TO BE TAKEN WITHOUT A MEETING
To
The Stockholders of Propanc Biopharma, Inc.:
This
notice and the enclosed Information Statement is being furnished by the Board of Directors (the “Board”) of Propanc
Biopharma, Inc., a Delaware corporation (the “Company,” “we,” “us” or “our”),
to the holders of record (the “Stockholders”) of shares of our common stock, par value $0.001 (the “Common Stock”),
and shares of our preferred stock, $0.01 par value per share (the “Preferred Stock”), at the close of business on
June [●], 2020 (the “Record Date”), pursuant to Rule 14c-2 promulgated under the Securities Exchange Act of
1934, as amended (the “Exchange Act”). The purpose of the enclosed Information Statement is to notify our Stockholders
of actions taken by written consent of the holders of a majority of our voting stock. On June 9, 2020, the Company received written
consents in lieu of a meeting of stockholders from holders of 99,357,380 votes representing 50.25% of the outstanding voting power
of the Company (the “Majority Stockholders”) approving the following action by the Company (the “Action”):
approval
of a Certificate of Amendment (the “Certificate of Amendment”) to our Certificate of Incorporation effecting, at the
discretion of our Board, a reverse stock split of the Common Stock at a reverse stock split ratio in the range of between 1-for-100
and 1-for-1,000 (the “Reverse Stock Split”), which specific ratio will be determined by our Board at its sole discretion
prior to the filing the Certificate of Amendment, with a corresponding pro-rata decrease of the authorized number of shares of
our Common Stock.
The
full text of the Certificate of Amendment is attached as Exhibit A to this Information Statement.
On
June 9, 2020, prior to the approval of the Majority Stockholders, the Board approved the Action and the Certificate of Amendment,
subject to obtaining subsequent stockholder approval, and recommended for our stockholders to approve the Action. The Majority
Stockholders approved the Action by written consent in lieu of a meeting on June 9, 2020.
Accordingly,
your consent is not required and is not being solicited in connection with the approval of the Action. The Action and the Certificate
of Amendment will become effective when we file the Certificate of Amendment with the Secretary of State of the State of Delaware.
The Certificate of Amendment will not be filed and the Action will not become effective, until the date that is at least 20 days
after the enclosed Information Statement is first mailed or otherwise delivered to our Stockholders.
This
Information Statement is being mailed on or about June [●], 2020, to the Stockholders of record on the close of business
on the Record Date.
PLEASE
NOTE THAT THIS IS NOT A NOTICE OF A MEETING OF STOCKHOLDERS AND NO STOCKHOLDERS MEETING WILL BE HELD TO CONSIDER THE MATTERS DESCRIBED
HEREIN. WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
|
By
Order of the Board of Directors
|
|
|
|
/s/
James Nathanielsz
|
|
James
Nathanielsz
Chief
Executive Officer and Acting Chairman
|
Propanc
Biopharma, Inc.
6
Butler Street, Camberwell
VIC,
3124 Australia
INFORMATION
STATEMENT PURSUANT TO SECTION 14(c)
OF
THE SECURITIES EXCHANGE ACT OF 1934
PLEASE
NOTE THAT THIS IS NOT A NOTICE OF A MEETING OF STOCKHOLDERS AND NO STOCKHOLDERS MEETING WILL BE HELD TO CONSIDER THE MATTERS DESCRIBED
HEREIN. WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
GENERAL
INFORMATION
This
Information Statement is being mailed on or about June [●], 2020, to the holders of record (the “Stockholders”)
at the close of business on June [●], 2020 (the “Record Date”) of shares of common stock, $0.001 par value per
share (the “Common Stock”), and shares of preferred stock, $0.01 par value per share (the “Preferred Stock”),
of Propanc Biopharma, Inc., a Delaware corporation (the “Company,” “we,” “us” or “our”),
in connection with the approval and adoption of the Certificate of Amendment for the Reverse Stock Split by the written consent
of the Majority Stockholders (as defined below). A copy of the form of the Certificate of Amendment is attached as Exhibit
A to this Information Statement.
Action
by Written Consent
The
following action was approved by the written consent of the Majority Stockholders in lieu of a special meeting:
approval
of a Certificate of Amendment (the “Certificate of Amendment”) to our Certificate of Incorporation effecting, at the
discretion of our Board of Directors (the “Board”), a reverse stock split of the Common Stock at a reverse stock split
ratio in the range of between 1-for-100 and 1-for-1,000 (the “Reverse Stock Split”), which specific ratio will be
determined by our Board at its sole discretion prior to the filing the Certificate of Amendment, with a corresponding pro-rata
decrease of the authorized number of shares of our Common Stock.
The
Reverse Stock Split and the Certificate of Amendment, substantially the form attached to this Information Statement as Exhibit
A, will become effective upon the acceptance for record of the Certificate of Amendment with the Secretary of State of the
State of Delaware, which will occur no earlier than 20 calendar days after this Information Statement is first mailed to our Stockholders.
Required
Vote
The
Common Stock and the Preferred Stock are the only classes of outstanding voting stock of the Company. As of June [●], 2020,
there were 98,356,118shares of our Common Stock outstanding. On June 9, 2020, the following holders of shares of the Common Stock
and shares of the Preferred Stock, representing 50.25% of the outstanding voting power of the Company (the “Majority Stockholders”),
executed the written consent of the Majority Stockholders approving the Reverse Stock Split pursuant to the Certificate Amendment:
Shareholder Name
|
|
Class of Shares Held
|
|
No. of Shares
|
|
|
No. of Votes
|
|
|
% of Outstanding Votes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
North Horizon Pty Ltd.(1)
|
|
Common Stock
|
|
|
345
|
|
|
|
345
|
|
|
|
0.000007
|
%
|
|
|
Series A Preferred Stock(2)
|
|
|
500,000
|
|
|
|
1,000,000
|
|
|
|
0.51
|
%
|
James Nathanielsz
|
|
Common Stock
|
|
|
917
|
|
|
|
917
|
|
|
|
0.00001
|
%
|
|
|
Series B Preferred Stock(3)
|
|
|
1
|
|
|
|
98,356,118
|
|
|
|
49.75
|
%
|
|
|
Total:
|
|
|
|
|
|
|
99,357,380
|
|
|
|
50.25
|
%
|
|
(1)
|
North
Horizon Pty Ltd. is a Nathanielsz Family Trust. Mr. James Nathanielsz, the Chief Executive Officer, Chief Financial Officer,
Acting Chairman and a director of the Company, has voting and investment power over these shares.
|
|
(2)
|
Each
holder of outstanding shares of Series A Preferred Stock is entitled to vote on all matters submitted or required to be submitted
to a vote of our stockholders, except election and removal of directors, and each share of Series A Preferred Stock entitles
such holder to two votes per each outstanding share of Series A Preferred Stock.
|
|
(3)
|
Each holder of outstanding
shares of Series B Preferred Stock is entitled to vote on all matters submitted or required to be submitted to a vote of our
stockholders, and each share of Series B Preferred Stock has the voting power equivalent to the number of votes equal to the
total number of shares of our Common Stock outstanding as of the record date for the determination of stockholders entitled
to vote on such matters.
|
Section
228 of the General Corporation Law of the State of Delaware (the “DGCL”) provides that the written consent of the
holders of outstanding shares of voting capital stock, having not less than the minimum number of votes which would be necessary
to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted, may be substituted
for a special meeting of stockholders to approve the Reverse Stock Split. In order to eliminate the costs involved in holding
a special meeting of stockholders, the Board voted to utilize the written consent of the holders of a majority of our outstanding
voting securities. The Board does not intend to solicit any proxies or consents from any other stockholder in connection with
this action.
Stockholders
Entitled to Receive Notice of Action by Written Consent
This
Information Statement is being distributed pursuant to the requirements of Section 14(c) of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”) to the Company’s stockholders of record on the Record Date. This Information
Statement also constitutes notice under Section 228 of the DGCL that the Reverse Stock was approved by the written consent of
the Majority Stockholders. This Information Statement is being mailed on or about June [●], 2020, to our stockholders of
record on the Record Date who did not execute the written consent of the Majority Stockholders and is being delivered to inform
the stockholders of the Reverse Stock Split described herein before it takes effect in accordance with Rule 14c-2 of the Exchange
Act. No dissenter’s rights are afforded to our stockholders under Delaware law as a result of the adoption of the Amendment.
Only
holders of record of our Common Stock and Preferred Stock at the close of business on the Record Date are entitled to notice of
the action taken by written consent.
Effective
Date of Action by Written Consent
Pursuant
to Rule 14c-2 promulgated under the Exchange Act, the earliest date that the corporate actions being taken pursuant to the written
consent of the Majority Stockholders can become effective is 20 days after the first mailing or other delivery of this Information
Statement. After the foregoing 20-day period, we plan to file the Certificate of Amendment with the Secretary of State of the
State of Delaware, which filing will result in the Reverse Stock Split becoming effective. We recommend that you read this Information
Statement in its entirety for a full description of the action approved by the Majority Stockholders.
Dissenters’
Rights of Appraisal
Neither
the Company’s Certificate of Incorporation nor Bylaws nor the DGCL provide for dissenters' rights of appraisal in connection
with the Action described herein.
Costs
of the Information Statement
We
are mailing this Information Statement and will bear the costs associated therewith. We are not making any solicitations. We will
request brokerage houses, nominees, custodians, fiduciaries and other like parties to forward this Information Statement to the
beneficial owners of our Common Stock and Preferred Stock held of record by them, and will reimburse such persons for their reasonable
charges and expenses in connection therewith.
ACTIONS
TO BE TAKEN
With
respect to the Action described in this Information Statement, the Board of Directors reserves the right, notwithstanding that
the Majority Stockholders have approved the Action, to elect not to proceed with the Action if the Board, in its sole discretion,
determines that it is no longer in the Company’s best interests and the best interests of the Stockholders to consummate
the Action.
ACTION
ONE: APPROVAL OF THE CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF
INCORPORATION
TO EFFECTUATE A REVERSE STOCK SPLIT
General
Our
Board and the Majority Stockholders approved a Reverse Stock Split in the range of between 1-for-10 and 1-for-500, which specific
ratio will be determined by the Board prior to filing the Certificate of Amendment. In determining which Reverse Stock Split ratio
to implement, the Board may consider a number of factors, including the historical and then current trading price and trading
volume of our Common Stock. Pursuant to the Reverse Stock Split, each number of specific shares of our Common Stock (between 100
and 1,000 depending on the ratio) will be automatically, without any further action by the Stockholders, be combined and reclassified
into one (1) validly issued, fully paid and nonassessable share of Common Stock. The Reverse Stock Split will also cause a corresponding
pro-rata decrease of the number of the Company’s authorized shares of Common Stock in accordance with the Reverse Stock
Split ratio. No fractional shares of Common Stock will be issued as the result of the Reverse Stock Split. Instead, the Company
will issue to the Company’s stockholders holding a fractional share of Common Stock one additional share of Common Stock
for each fractional share. The Company anticipates that the effective date of the Reverse Stock Split will be during the third
calendar quarter of 2020.
PLEASE
NOTE THAT THE REVERSE STOCK SPLIT WILL NOT CHANGE YOUR PROPORTIONATE EQUITY INTERESTS IN THE COMPANY, EXCEPT SUCH MINIMAL CHANGE
AS MAY RESULT FROM THE ISSUANCE OF SHARES PURSUANT TO THE FRACTIONAL SHARES.
Purpose
and Effect of the Reverse Stock Split
The
Reverse Stock Split is intended to allow the Company to maintain legal compliance with outstanding debt and convertible note instruments
(including the obligation to maintain adequate share reserves). Prior to the Reverse Stock Split, the Company may not have a sufficient
number of common stock in its reserves to satisfy all of the reserve requirements of its outstanding instruments. The Reverse
Stock Split will reduce the number of shares the Company is required to maintain in reserve for its outstanding debt and convertible
note instruments.
The
Reverse Stock Split will not affect the par value of the Common Stock. As a result, on the effective date of any Reverse Stock
Split, the stated capital on our balance sheet attributable to the Common Stock will be reduced in proportion to the fraction
by which the number of shares of Common Stock is reduced, and the additional paid-in capital account shall be credited with the
amount by which the stated capital is reduced. The per share net income or loss and net book value of our Common Stock will be
retroactively increased for each period because there will be fewer shares of our Common Stock outstanding.
The
Board also believes that the availability of more shares of Common Stock for issuance will allow the Company greater flexibility
in pursuing financing from investors, meeting business needs as they arise, taking advantage of favorable opportunities, and responding
to a changing corporate environment.
Aside
from managing its convertible debt instruments and corresponding share reserves, the Board of Directors is not implementing the
Reverse Stock Split in anticipation of any specific future transaction or series of transactions. Further, the Board of Directors
does not intend for this transaction to be the first step in a series of plans or proposals of a “going private transaction”
within the meaning of Rule 13e-3 of the Securities Exchange Act.
On
the effective date of any Reverse Stock Split, all outstanding options and warrants will be adjusted to reflect the Reverse Stock
Split. The number of shares of Common Stock that the holders of outstanding options and warrants may purchase upon exercise of
their options and warrants will decrease, and the exercise prices of such options and warrants will increase, in proportion to
the fraction by which the number of shares of Common Stock underlying such options and warrants are reduced as a result of the
Reverse Stock Split, resulting in the same aggregate price being required to be paid as would have been paid immediately preceding
the Reverse Stock Split.
Our
authorized Common Stock will remain the same as a result of any Reverse Stock Split, and the number of outstanding shares of Common
Stock will be decreased. These shares may be issued by our Board in its discretion. Any future issuances will have the effect
of diluting the percentage of stock ownership and voting rights of the present holders of Common Stock.
No
further stockholder approval is required to effect any Reverse Stock Split.
Certain
Risks Associated with the Reverse Stock Split
You
should recognize that after the Reverse Stock Split you will own fewer shares of Common Stock than you currently own. While we
hope that the Reverse Stock Split will result in an increase in the potential stock price of our Common Stock, we cannot accurately
predict the effect of the Reverse Stock Split on the market price for our Common Stock. Furthermore, there can be no assurance
that the market price of our Common Stock immediately after the proposed Reverse Stock Split will continue for any period of time.
Even if our Common Stock maintains an increased share price, the Reverse Stock Split may not achieve the desired results that
we have outlined above. Certain other risks associated with the Reverse Stock Split are outlined below:
|
●
|
If the
Reverse Stock Split is effected and the market price of our Common Stock declines, the percentage decline may be greater than
would occur in the absence of a reverse stock split. The market price of our Common Stock will, however, also be based on
performance and other factors, which are unrelated to the number of shares outstanding.
|
|
|
|
|
●
|
There can be no
assurance that the Reverse Stock Split will result in any particular price for our Common Stock. As a result, the trading
liquidity of our Common Stock may not necessarily improve.
|
|
|
|
|
●
|
There can be no
assurance that the market price per share of our Common Stock after the Reverse Stock Split will increase in proportion to
the reduction in the number of shares of our Common Stock outstanding before the Reverse Stock Split. For example, based on
the closing price of our common stock on June [●], 2020 of $[●] per share, if the Reverse Stock Split were implemented
and approved for a Reverse Stock Split ratio of 1-for-[●], there can be no assurance that the post-split market price
of our Common Stock would be $[●] or greater. Accordingly, the total market capitalization of our Common Stock after
the Reverse Stock Split may be lower than the total market capitalization before the Reverse Stock Split. Moreover, in the
future, the market price of our Common Stock following the Reverse Stock Split may not exceed or remain higher than the market
price prior to the Reverse Stock Split.
|
|
|
|
|
●
|
The Reverse Stock
Split may result in some stockholders owning “odd lots” of less than 100 shares of Common Stock. Odd lot shares
may be more difficult to sell, and brokerage commissions and other costs of transactions in odd lots are generally somewhat
higher than the costs of transactions in “round lots” of even multiples of 100 shares.
|
In
evaluating whether to approve the Reverse Stock Split, the Board took into consideration other negative factors associated with
reverse stock splits. These factors include: the negative perception of reverse stock splits that investors, analysts and other
stock market participants may hold; the fact that the stock prices of some companies that have effected reverse stock splits have
subsequently declined, sometimes significantly, following their reverse stock splits; the possible adverse effect on liquidity
that a reduced number of outstanding shares could cause; and the costs associated with implementing a reverse stock split.
The
Board intends to affect the Reverse Stock Split only if it believes that the implementation of the Reverse Stock Split is in the
best interests of the Company and its stockholders. The Board may exercise its discretion not to implement the Reverse Stock Split.
Anti-Takeover
Effects of the Reverse Stock Split
THE
OVERALL EFFECT OF THE REVERSE STOCK SPLIT (DESCRIBED BELOW) MAY BE TO RENDER MORE DIFFICULT THE CONSUMMATION OF MERGERS WITH THE
COMPANY OR THE ASSUMPTION OF CONTROL BY A PRINCIPAL STOCKHOLDER, AND THUS MAKE IT DIFFICULT TO REMOVE MANAGEMENT.
A
possible effect of the Reverse Stock Split is to discourage a merger, tender offer or proxy contest, or the assumption of control
by a holder of a large block of the Company’s voting securities and the removal of incumbent management. Our management
could use the additional shares of Common Stock available for issuance to resist or frustrate a third-party take-over effort favored
by a majority of the independent Stockholders that would provide an above market premium by issuing additional shares of Common
Stock. In addition, both before after the consummation of the Reverse Stock Split, Mr. Nathanielsz, our Chief Executive Officer,
Chief Financial Officer, Acting Chairman and a director, will continue to hold the majority voting power of our Company via his
beneficial ownership of Series A Preferred Stock and Series B Preferred Stock.
The
Reverse Stock Split is not the result of an effort to accumulate the Company’s securities or to obtain control of the Company
by means of a merger, tender offer, solicitation or otherwise. Nor is the Reverse Stock Split a plan by management to adopt a
series of amendments to the Company’s charter or by-laws to institute an anti-takeover provision. The Company does not have
any plans or proposals to adopt other provisions or enter into other arrangements that may have material anti-takeover consequences.
As discussed above, the reason for the Reverse Stock Split is to manage its convertible debt instruments and corresponding share
reserves.
Board
Discretion to Implement the Reverse Stock Split in the Future
The
Reverse Stock Split will be effected, if at all, only upon a determination by the Board that a Reverse Stock Split (at a Reverse
Stock Split ratio determined by the Board, but not to exceed 1-for-500) is then in the best interests of the Company and its stockholders.
The Board’s determination as to whether the Reverse Stock Split will be effected and, if so, at what ratio, will be based
upon certain factors, including existing and expected marketability and liquidity of our Common Stock, prevailing market conditions
and the likely effect on the market price of our Common Stock. If the Board determines to effect the Reverse Stock Split, the
Board will consider various factors in selecting the ratio, including the overall market conditions at the time and the recent
trading history of the Common Stock. Notwithstanding approval of the Reverse Stock Split by the stockholders, the Board may, in
its sole discretion, abandon the Reverse Stock Split and the Certificate of Amendment and determine prior to the effectiveness
of the filing of the Certificate of Amendment with the Secretary of State of the State of Delaware not to effect the Reverse Stock
Split, as permitted under Section 242(c) of the DGCL.
Procedure
for Effecting Reverse Stock Split and Exchange of Stock Certificates
We
anticipate that the Reverse Stock Split will become effective during the third calendar quarter of 2020, or as soon thereafter
as is reasonably practicable (the “Effective Date”), subject to the Board’s determination in its discretion
not to proceed with the Reverse Stock Split.
STOCKHOLDERS
SHOULD NOT DESTROY ANY STOCK CERTIFICATES AND SHOULD NOT SUBMIT ANY CERTIFICATES UNLESS REQUESTED TO DO SO. Beginning on the
Effective Date, each stock certificate representing pre-Reverse Stock Split shares of Common Stock will be deemed for all corporate
purposes to evidence ownership of post-Reverse Stock Split shares of Common Stock and evidence ownership of the number of shares
shown on such certificate reduced according to the Reverse Stock Split ratio.
We
will not issue fractional certificates for post- Reverse Stock Split shares in connection with the Reverse Stock Split. In lieu
of issuing fractional shares, each holder of Common Stock who would otherwise have been entitled to a fraction of a share will
receive a cash payment in lieu of such fractional share.
Further,
prior to filing the Certificate of Amendment reflecting the Reverse Stock Split, we must first notify the Financial Industry Regulatory
Authority (“FINRA”) by filing the Issuer Company Related Action Notification Form no later than ten (10) days prior
to our anticipated date of the Reverse Stock Split.
The
Certificate of Amendment will be in substantially the form attached to this Information Statement as Exhibit A and will
become effective upon the acceptance for record of the Certificate of Amendment with the Secretary of State of the State of Delaware,
which will occur no earlier than 20 calendar days after this Information Statement is first mailed to our Stockholders who did
not execute the written consent of the Majority Stockholders.
Fractional
Shares
No
fractional shares of Common Stock will be issued as the result of the Reverse Stock Split. In lieu of issuing fractional shares,
each holder of Common Stock who would otherwise have been entitled to a fraction of a share will receive a cash payment in lieu
of such fractional share.
Federal
Income Tax Consequences of the Reverse Stock Split
The
following discussion is a summary of certain federal income tax consequences of the Reverse Stock Split to the holders of Common
Stock. This discussion is based on the Internal Revenue Code of 1986, as amended, regulations, rulings and decisions in effect
on the date hereof, all of which are subject to change (possibly with retroactive effect) and to differing interpretations. This
discussion is for general information purposes only and the tax treatment of a stockholder may vary depending upon the particular
facts and circumstances of such stockholder. In addition, this discussion does not address all aspects of federal income taxation
that may be relevant to holders in light of their particular circumstances or to holders who may be subject to special tax treatment,
including without limitation, holders of warrants, holders who are dealers in securities, foreign persons, insurance companies,
tax-exempt organizations, banks, financial institutions, broker-dealers, holders who hold Common Stock as part of a hedge, straddle,
conversion or other risk reduction transaction, or who acquired the Common Stock pursuant to the exercise of compensatory stock
options or otherwise as compensation. The following discussion also does not address the tax consequences of the Reverse Stock
Split under foreign, state or local tax laws. Accordingly, each stockholder should consult his or her tax adviser to determine
the particular tax consequences to him or her of a reverse split, including the application and effect of federal, state, local
and/or foreign income tax and other laws.
Generally,
a reverse split will not result in the recognition of gain or loss for federal income tax purposes. The adjusted basis of the
new shares of Common Stock will be the same as the adjusted basis of the Common Stock exchanged for such new shares. The holding
period of the post-Reverse Stock Split shares of the Common Stock resulting from implementation of the Reverse Stock Split will
include the stockholder’s respective holding periods for the pre-Reverse Stock Split shares.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth information regarding beneficial ownership of our capital stock by:
|
●
|
each person, or
group of affiliated persons, known by us to beneficially own more than 5% of our common stock;
|
|
|
|
|
●
|
each of our directors;
|
|
|
|
|
●
|
our sole Named Executive
Officer; and
|
|
|
|
|
●
|
all of our current
executive officers and directors as a group.
|
The
following table is based upon information supplied by to us by our officers, directors and certain principal stockholders. We
have determined beneficial ownership in accordance with the rules of the SEC. These rules generally attribute beneficial ownership
of securities to persons who possess sole or shared voting power or investment power with respect to those securities. In addition,
the rules include shares of common stock that the person has the right to acquire beneficial ownership within 60.. These shares
are deemed to be outstanding and beneficially owned by the person holding those options for the purpose of computing the percentage
ownership of that person, but they are not treated as outstanding for the purpose of computing the percentage ownership of any
other person. Unless otherwise indicated, the persons or entities identified in this table have sole voting and investment power
with respect to all shares shown as beneficially owned by them, subject to applicable community property laws.
Except
as otherwise noted below, the address for each person or entity listed in the table is c/o Propanc Biopharma, Inc., 302, 6 Butler
Street, Camberwell, VIC, 3124 Australia.
|
|
|
Common Stock
Beneficially
Owned
|
|
|
Series A Preferred
Stock Beneficially
Owned
|
|
|
|
Series B Preferred
Stock Beneficially
Owned
|
|
Name and Address of Beneficial Owner
|
|
|
Number of Shares Beneficially Owned
|
|
|
Percentage of
Class(1)
|
|
|
Number of Shares Beneficially Owned
|
|
|
|
Percentage of
Class(2)
|
|
|
|
Number of Shares Beneficially Owned
|
|
|
|
Percentage of
Class (2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
North Horizon Pty Ltd.(3)
|
|
|
345
|
|
|
*
|
|
|
500,000
|
|
|
|
100
|
%
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
James Nathanielsz(4)
|
|
|
917
|
|
|
*
|
|
|
-
|
|
|
|
-
|
|
|
|
1
|
|
|
|
100
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dr. Julian Kenyon(5)
|
|
|
802
|
|
|
*
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All directors and executive officers, as a group (2 persons)
|
|
|
1,719
|
|
|
*
|
|
|
500,000
|
|
|
|
100
|
%
|
|
|
1
|
|
|
|
100
|
%
|
*
Represents beneficial ownership of less than one percent.
(1)
Applicable percentages are based on 98,356,118 shares of our common stock outstanding as of June [●], 2020.
(2)
Applicable percentages are based on 500,000 shares of our Series A Preferred Stock and one share of our Series B Preferred Stock
outstanding as of June [●], 2020, except where the person or entity has the right to receive shares within the next 60 days,
which would increase the number of shares owned by such person or entity and the number of shares outstanding.
(3)
North Horizon Pty Ltd. is a Nathanielsz Family Trust. Mr. Nathanielsz, the Chief Executive Officer, Chief Financial Officer, Active
Chairman and a director of the Company, has voting and investment power over these shares.
(4)
Represents 345 shares of our common stock held by North Horizon Pty Ltd. and 572 shares of common stock issuable to Mr. Nathanielsz
pursuant to his stock options currently exercisable or exercisable within 60 days of May 1, 2020.
(5)
Represents 230 shares of our common stock held by Dr. Julian Kenyon, a director of our Company, and 572 shares of our common stock
issuable to Dr. Kenyon pursuant to his stock options currently exercisable or exercisable within 60 days of May 12, 2020
INTERESTS
OF CERTAIN PERSONS ON MATTERS TO BE ACTED UPON
None
of the persons who have served as our officers or directors since the beginning of our last fiscal year, or any associates of
such persons, have any substantial interest, direct or indirect, in the Reverse Stock Split, other than the interests held by
such persons through their respective beneficial ownership of the shares of our capital stock set forth above in the section entitled
“Security Ownership of Certain Beneficial Owners and Management.”
DISSENTERS’
RIGHTS
Under
Delaware law there are no dissenters’ rights available to our stockholders in connection with the Reverse Stock Split, or
the Certificate of Amendment.
HOW
THE REVERSE STOCK SPLIT WILL BE ENACTED
The
Reverse Stock Split will be effected by the filing of the Certificate of Amendment with the Secretary of State of the State of
Delaware. The Certificate Amendment will be effective upon the date and time of effectiveness of such filing, which is no earlier
than 20 calendar days after this Information Statement is first mailed to our Stockholders who did not execute the written consent
of the Majority Stockholders. The Reverse Stock Split will occur on the Effective Date without any further action on the part
of our stockholders.
The
Board has the authority, but not the obligation, in its sole discretion and without further action on the part of the stockholders,
to select the ratio for the Reverse Stock Split (not to exceed 1-for-1,000) and to file the Certificate of Amendment. The Board
may abandon the Reverse Stock Split at any time, in its sole discretion, prior to filing the Certificate of Amendment.
STOCKHOLDERS
SHARING THE SAME LAST NAME AND ADDRESS
The
SEC has adopted rules that permit companies and brokers, banks and other nominees to satisfy the delivery requirements for proxy
statements and annual reports, with respect to two or more stockholders sharing the same address and who do not participate in
electronic delivery of proxy materials, by delivering a single copy of such documents addressed to those stockholders. This process,
which is commonly referred to as “householding,” potentially means extra convenience for stockholders and cost savings
for companies.
Brokers,
banks and other nominees may be “householding” Company proxy materials. This means that only one copy of proxy materials
may have been sent to multiple stockholders in a household. If, at any time, you no longer wish to participate in householding
and would prefer to receive a separate proxy statement and annual report from the other stockholder(s) sharing your address, please:
(i) notify your broker, bank or other nominee, (ii) direct your written request to Chief Executive Officer, 302, 6 Butler Street,
Camberwell, VIC, 3124 Australia, or (iii) contact our Chief Executive Officer at +61-03-9882-6723. The Company will undertake
to deliver promptly, upon any such oral or written request, a separate copy of the proxy materials to a stockholder at a shared
address to which a single copy of these documents was delivered. Stockholders who currently receive multiple copies of proxy materials
at their address and would like to request householding of their communications should notify their broker, bank or other nominee,
or contact our Chief Executive Officer at the above address or phone number.
WHERE
YOU CAN FIND MORE INFORMATION
We
file annual, quarterly, and current reports and other information with the SEC. Our filings with the SEC are available to the
public on the SEC’s website at www.sec.gov. Those filings are also available to the public on our corporate website at www.propanc.com.
The information we file with the SEC or contained on, or linked to through, our corporate website or any other website that we
may maintain is not part of this Information Statement. You may also read and copy, at the SEC’s prescribed rates, any document
we file with the SEC at the SEC’s Public Reference Room located at 100 F Street, N.E., Washington, D.C. 20549. You can call
the SEC at 1-800-SEC-0330 to obtain information on the operation of the Public Reference Room.
Statements
contained in this Information Statement concerning the provisions of any documents are necessarily summaries of those documents,
and each statement is qualified in its entirety by reference to the copy of the document filed with the SEC.
By
Order of the Board of Directors
|
|
|
|
/s/
James Nathanielsz
|
|
James Nathanielsz
|
|
Chief Executive
Officer and Acting Chairman
|
|
|
|
June [●],
2020
|
|
EXHIBIT
A
CERTIFICATE
OF AMENDMENT TO
CERTIFICATE
OF INCORPORATION OF
PROPANC
BIOPHARMA, INC.
PROPANC
BIOPHARMA, INC., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware
(the “Corporation”), does hereby certify that:
FIRST:
That resolutions were duly adopted by the Board of Directors of the Corporation by written consent on June [●], 2020, setting
forth a proposed amendment to the Certificate of Incorporation of the Corporation, as amended (the “Certificate of Incorporation”),
declaring said amendment to be advisable and recommended for approval by the stockholders of the Corporation. The resolution setting
forth the proposed amendment is as follows:
RESOLVED,
that the Certificate of Incorporation be amended by deleting Article 4 in its entirety and replacing it as follows:
“Article
4. A. Classes of Stock. The Corporation is authorized to issue two classes of shares to be designated as “Common
Stock” and “Preferred Stock,” respectively. The Corporation has the authority to issue 1,000,000,000
total shares of Common Stock, $0.001 par value per share, and 1,500,005 total shares of Preferred Stock, $0.01 par value per share.
1.
Upon the filing and effectiveness of this Certificate of Amendment to the Certificate of Incorporation of the Corporation with
the Secretary of State of the State of Delaware (the “Effective Time”), each _______ shares of Common Stock
either issued and outstanding or held by the Corporation as treasury stock shall, automatically and without any action on the
part of the respective holders thereof, be combined and converted into one (1) share of Common Stock (the “Reverse Stock
Split”). No fractional shares shall be issued in connection with the Reverse Stock Split. All shares of Common Stock
(including fractions thereof) issuable upon the Reverse Stock Split to a given holder shall be aggregated for purposes of determining
whether the Reverse Stock Split would result in the issuance of a fractional share. If, after the aforementioned aggregation,
the Reverse Stock Split would result in the issuance of a fraction of a share of Common Stock, the Corporation shall, in lieu
of issuing any such fractional share, round up to the nearest whole number of shares in order to bring the number of shares held
by such holder up to the next whole number of shares of Common Stock. No certificates representing fractional shares of Common
Stock shall be issued in connection with the Reverse Stock Split. Each certificate that immediately prior to the Effective Time
represented shares of Common Stock (“Old Certificates”) shall thereafter represent the number of shares of
Common Stock into which the shares of Common Stock represented by the Old Certificate shall have been combined, subject to the
elimination of fractional share interests as described above.
B.
Preferred Stock. The Corporation’s board of directors shall have the authority to authorize the issuance of 10,000,000
shares of Preferred Stock with such rights, preferences and limitations as may be set from time to time by resolution of the board
of directors and the filing of a Certificate of Designation as required by the General Corporation Law of the State of Delaware.”
SECOND:
That in lieu of a meeting and vote of the stockholders, the Corporation’s stockholders holding a majority of the outstanding
voting power of the Corporation’s capital stock have given written consent approving this Certificate of Amendment in accordance
with Sections 228 and 242 of the General Corporation Law of the State of Delaware.
THIRD:
That the Effective Time of this amendment shall be 12:01 a.m. on ______________ ___, 2020.
IN
WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by its officer thereunto duly authorized
this ___ day of ______________, 2020.
|
PROPANC BIOPHARMA, INC.
|
|
|
|
|
By:
|
|
|
Name:
|
James Nathanielsz
|
|
Title:
|
Chief Executive
Officer
|
Propanc Biopharma (PK) (USOTC:PPCB)
Historical Stock Chart
From Aug 2024 to Sep 2024
Propanc Biopharma (PK) (USOTC:PPCB)
Historical Stock Chart
From Sep 2023 to Sep 2024