Current Report Filing (8-k)
August 06 2019 - 4:54PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 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): July 31, 2019
PROPANC
BIOPHARMA, INC.
(Exact
Name of Registrant as Specified in 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
(Address
of principal executive offices) (Zip Code)
61
03 9882 6723
(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:
[ ]
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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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[ ]
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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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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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N/A
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N/A
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N/A
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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
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Entry
into a Material Definitive Agreement.
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Propanc
Biopharma, Inc., a Delaware corporation (the “Company”), entered into a Securities Purchase Agreement (the “Odyssey
SPA”) with Odyssey Capital Funding LLC, a Delaware limited liability company (“Odyssey”), dated July 30, 2019,
whereby Odyssey purchased from the Company, for a purchase price of $320,000 (the “Purchase Price”) a Convertible
Redeemable Note of the Company, in the principal amount of $320,000.00 (the “Odyssey Note”). On July 31, 2019, the
Purchase Price was paid by Odyssey to the Company.
The
Odyssey Note is dated July 30, 2019 (the “Odyssey Note Issuance Date”) and it is due and payable on July 30, 2020
(the “Maturity Date”). The Note entitles Odyssey to 10% interest per annum (the “Odyssey Interest Rate”).
If the Company prepays the Odyssey Note from the date of issuance through the 180th day following the date of issuance, the Company
must pay all principal and interest with a prepayment penalty ranging from 115% to 135%. After the 180th day following the Odyssey
Note Issuance Date the Company shall have no further right of prepayment.
The
Odyssey Note is a long-term debt obligation that is material to the Company. The Odyssey Note contains certain representations,
warranties, covenants and events of default including if the Common Stock is suspended or delisted for trading on the OTCQB marketplace
(the “Primary Market”) or if the Company is delinquent in its periodic report filings with the SEC. In the event of
default, at the option of Odyssey, it may consider the Odyssey Note immediately due and payable.
Item
1.01 of this Current Report on Form 8-K contains only a brief description of the material terms of the Odyssey Note and the Odyssey
SPA, and does not purport to be a complete description of the rights and obligations of the parties thereunder, and such descriptions
are qualified in their entirety by reference to the full text of the Odyssey Note and the Odyssey SPA, filed as Exhibits 4.1 and
10.1, respectively, to this Current Report on Form 8-K, and are incorporated herein by reference.
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 provided under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item
3.02
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Unregistered
Sales of Equity Securities.
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The
applicable information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.02.
The issuance of the securities set forth herein was made in reliance on the exemption provided by Section 4(a)(2) of the Securities
Act for the offer and sale of securities not involving a public offering. The Company’s reliance upon Section 4(a)(2) of
the Securities Act in issuing the securities was based upon the following factors: (a) the issuance of the Securities was an isolated
private transaction by us which did not involve a public offering; (b) there was only one recipient; (c) there were no subsequent
or contemporaneous public offerings of the Securities by the Company; (d) the Securities were not broken down into smaller denominations;
(e) the negotiations for the issuance of the Securities took place directly between the individual and the Company; and (f) the
recipient of the Securities is an accredited investor.
Item
9.01.
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Financial
Statements and Exhibits.
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*
filed herewith
SIGNATURE
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.
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PROPANC
BIOPHARMA, INC.
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Date:
August 6, 2019
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By:
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/s/
James Nathanielsz
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James
Nathanielsz
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Chief
Executive Officer
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