Current Report Filing (8-k)
October 08 2019 - 5:15PM
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): October 2, 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 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:
[ ]
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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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Securities
Purchase Agreement
Propanc
Biopharma, Inc., a Delaware corporation (the “Company”), entered into a Securities Purchase Agreement (the “Securities
Purchase Agreement”) whereby an investor (the “Investor”) purchased from the Company, for a purchase price of
$125,000 (the “Purchase Price”) a Convertible Redeemable Promissory Note, in the principal amount of $131,000 (the
“Note”). The Purchase Price was funded on October 2, 2019.
The
Securities Purchase Agreement contains such representations, warranties and covenants as are typical for a transaction of this
nature.
Convertible
Redeemable Promissory Note
The
Note is due and payable on October 1, 2020 (the “Maturity Date”) and entitles the holder to 8% interest per annum
(the “Interest Rate”). The Note may be converted into shares of the Company’s common stock equal to 40% discount
of the lowest closing bid price of the Common Stock, for the ten trading days immediately prior to the delivery of a notice of
conversion; provided, however, such conversion shall not be effected to the extent that the Investor together with any of its
affiliates would beneficially own in excess of 4.99%, which may be increased up to 9.99% upon 60 days’ prior written notice
by the Investor to the Company. The Company may redeem the Note prior to April 2, 2020, as follows: (i) if the redemption occurs
within the first 60 days then an amount equal to 115% of the face amount of the Note plus any accrued interest, (ii) if the redemption
occurs after the 61st day but on or before the 120th day following the issuance of the Note, then an amount equal to 125% of the
face amount of the Note along with any accrued interest, (iii) if the redemption occurs after the 121st day but on or before the
180th day following the issuance of the Note, then an amount equal to 135% of the face amount of the Note along with any accrued
interest.
In
the event of a default, without demand, presentment or notice, the Note shall become immediately due and payable.
The
foregoing provides only brief descriptions of the material terms of the Securities Purchase Agreement and the Note, 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 forms of Securities Purchase Agreement and the Note, respectively, filed
as exhibits 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:
October 8, 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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