Item
1.01
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Entry
into a Material Definitive Agreement.
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First
Investor Financing Transaction
Securities
Purchase Agreement
Propanc
Biopharma, Inc., a Delaware corporation (the “Company”), entered into a Securities Purchase Agreement (the “First
Securities Purchase Agreement”) whereby an investor (the “First Investor”) purchased from the
Company, for a purchase price of $75,000 (the “Purchase Price”) a Convertible Redeemable Promissory Note, in the principal
amount of $75,000 (the “First Note”). The Purchase Price was funded to the Company on January 13, 2020.
The
First Securities Purchase Agreement contains such representations, warranties and covenants as are typical for a transaction of
this nature.
Convertible
Redeemable Promissory Note
The
First Note is due and payable on January 6, 2021 (the “Maturity Date”) and entitles the holder to 8% interest per
annum (the “Interest Rate”). The First Note may be converted into shares of the Company’s common stock at any
time during the period beginning on the date that is one hundred eighty (180) days following the date of issuance and ending on
the later of (i) the Maturity Date and (ii) the date of payment of the default amount, as defined therein. If the Market Price
of the Company’s common stock is greater than or equal to $5.00, the First Note may be converted into shares of the Company’s
common stock at a price equal to the greater of (i) a 35% discount of the average of the three (3) lowest closing bid prices of
the Common Stock, for the ten trading days immediately prior to the delivery of a notice of conversion and (ii) $3.05; If the
Market Price of the Company’s common stock is less than $5.00, the First Note may be converted into shares of the Company’s
common stock at a price equal to the lesser of (i) a 35% discount of the average of the three (3) lowest closing bid prices of
the Common Stock, for the ten trading days immediately prior to the delivery of a notice of conversion and (ii) $3.05 provided,
however, such conversion shall not be effected to the extent that First 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 First Investor to the Company.
The Company may redeem the First Note prior to July 5, 2020, as follows: (i) if the redemption occurs within the first 60 days
then an amount equal to 110% of the face amount of the First Note plus any accrued interest, (ii) if the redemption occurs after
the 61st day but on or before the 90th day following the issuance of the First Note, then an amount equal to 115% of the face
amount of the First Note along with any accrued interest, (iii) if the redemption occurs after the 91st day but on or before the
120th day following the issuance of the First Note, then an amount equal to 120% of the face amount of the First Note along with
any accrued interest, (iv) if the redemption occurs after the 121st day but on or before the 150th day following the issuance
of the First Note, then an amount equal to 125% of the face amount of the First Note along with any accrued interest, (iv) if
the redemption occurs after the 151st day but on or before the 180th day following the issuance of the First Note, then an amount
equal to 129% of the face amount of the First Note along with any accrued interest..
In
the event of a default, without demand, presentment or notice, the First Note shall become immediately due and payable.
The
foregoing provides only brief descriptions of the material terms of the First Securities Purchase Agreement and the First 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 First Securities Purchase Agreement and the First
Note, respectively, filed as exhibits to this Current Report on Form 8-K, and are incorporated herein by reference.
Second
Investor Financing Transactions
Securities
Purchase Agreement
The
Company entered into a Securities Purchase Agreement (the “Second Securities Purchase Agreement”) whereby a second
investor (the “Second Investor”) purchased from the Company, for a purchase price of $105,000 (the “Second
Purchase Price”) a Convertible Redeemable Promissory Note, in the principal amount of $110,250 (the “Second Note”).
The Second Purchase Price was funded to the Company on January 13, 2020.
The
Second Securities Purchase Agreement contains such representations, warranties and covenants as are typical for a transaction
of this nature.
Convertible
Redeemable Promissory Note
The
Second Note is due and payable on January 13, 2021 (the “Maturity Date”) and entitles the holder to 8% interest per
annum (the “Interest Rate”). The Second Note may be converted into shares of the Company’s common stock at any
time during the period beginning on the date of issuance and ending on the later of (i) the Maturity Date and (ii) the date of
payment of the default amount, as defined therein. If the Second Note, or any portion thereof, is converted in the first 6 months
the Second Note is in effect, the conversion price for each share of common stock is fixed at $2.50 per share; If the Second Note,
or any portion thereof, is converted after the 6 month anniversary of the date of issuance, the conversion price shall be equal
to a 35% discount of the lowest closing bid price for the Company’s common stock for the ten prior trading days including
the day upon which a notice of conversion is received by the Company, provided, however, such conversion shall not be effected
to the extent that Second 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 Second Investor to the Company. The Company may redeem the Second
Note prior to July 5, 2020, as follows: (i) if the redemption occurs within the first 60 days then an amount equal to 112% of
the face amount of the Second Note plus any accrued interest, (ii) if the redemption occurs after the 61st day but on or before
the 90th day following the issuance of the Second Note, then an amount equal to 115% of the face amount of the Second Note along
with any accrued interest, (iii) if the redemption occurs after the 91st day but on or before the 120th day following the issuance
of the Second Note, then an amount equal to 124% of the face amount of the Second Note along with any accrued interest, (iv) if
the redemption occurs after the 121st day but on or before the 180th day following the issuance of the Second Note, then an amount
equal to 135% of the face amount of the Second Note along with any accrued interest.
In
the event of a default, without demand, presentment or notice, the Second Note shall become immediately due and payable.
The
foregoing provides only brief descriptions of the material terms of the Second Securities Purchase Agreement and the Second 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 Second Securities Purchase Agreement and the Second
Note, respectively, filed as exhibits to this Current Report on Form 8-K, and are incorporated herein by reference.