Current Report Filing (8-k)
July 01 2019 - 6:13AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 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): June 24, 2019
PROPANC
BIOPHARMA, INC.
(Exact
name of registrant as specified in its charter)
Delaware
|
|
000-54878
|
|
33-0662986
|
(State
or other jurisdiction
of
incorporation)
|
|
(Commission
File
Number)
|
|
(I.R.S.
Employer
Identification
No.)
|
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)
n/a
(Former
name or former address, if changed since last report.)
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 (see General Instruction A.2. below):
[ ]
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
|
[ ]
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
|
[ ]
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
|
[ ]
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Securities
registered pursuant to Section 12(g) of the Securities Exchange Act of 1934:
Title
of each class
|
|
Trading
Symbol(s)
|
|
Name
of principal U.S. market on which traded
|
Common
stock, $0.001 par value
|
|
PPCB
|
|
OTCQB
|
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
|
Entry
into a Material Definitive Agreement.
|
The
information set forth in Item 5.02 below is incorporated herein by reference.
Item
5.02.
|
Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
|
On
June 24, 2019, Propanc Biopharma, Inc. (the “Company”) appointed Carlo Campiciano to serve as the Chief Financial
Officer and Secretary of the Company and the Chief Financial Officer and Secretary of Propanc PTY LTD, the Company’s wholly
owned subsidiary (“Propanc PTY”), effective as of July 1, 2019 (the “Effective Date”). Mr. Campiciano
shall also assume the role of Principal Accounting Officer of the Company.
Mr.
Campiciano
― Mr. Campiciano, age 64, is qualified as a chartered accountant and has extensive experience working with
business on a wide range of areas including taxation, finance, operations, planning, operational and financial strategy. Prior
to his appointment as the Company’s Chief Financial Officer and Secretary, Mr. Campiciano served as the Chief Financial
Officer of MedAdvisor International Pty Ltd. from July 2012 until December 2016, where he was part of the foundation team that
launched MedAdvisor in 2012 and since its launch has been key in raising several rounds of capital as well the company’s
listing on the ASX in December 2015. As part of MedAdvisor’s executive team, Mr. Campiciano was instrumental in the strategic
and operational development of the company’s business, which included overseeing the expansion of its operations to be a
market leader in Australia, as well as establishing the business in the USA and Asia. Mr. Campiciano also served as Chief Financial
Officer for TGA Unlimited Pty Ltd., a start-up business which he helped grow from annual revenues of $2 million to over $40 million.
Mr. Campiciano has also run his own private accounting practice for over 30 years and has spent 12 years lecturing in venture
finance in the Master of Entrepreneurship and Innovation program at the Swinburne Graduate School of Entrepreneurship (Melbourne,
Australia). Mr. Campiciano commenced his career at Coopers & Lybrand (currently PricewaterhouseCoopers). Mr. Campiciano has
a Masters of Entrepreneurship and Innovation from Swinburne University of Technology (Melbourne, Australia), Graduate Diploma
in Computing from Monash University Caulfield (formerly Caulfield Institute of Technology) (Melbourne, Australia) and Bachelor
of Business (Accounting) from RMIT University (Melbourne, Australia) and Certificate in Corporate Governance from the Governance
Institute of Australia. Mr. Campiciano is a member of the Institute of Public Accountants of Australia and has received his US
GAAP certification.
In
connection with his appointment, Propanc PTY entered into an employment agreement with Mr. Campiciano, the terms of which are
summarized below. There is no arrangement or understanding between Mr. Campiciano and any other persons pursuant to which Mr.
Campiciano was appointed to his positions. There are no family relationships between Mr. Campiciano and any of the Company’s
officers or directors. Other than as described below and herein, there are no other transactions to which the Company or any of
its subsidiaries is a party in which Mr. Campiciano has a material interest subject to disclosure under Item 404(a) of Regulation
S-K. Prior to his appointment, Mr. Campiciano has been providing various finance and accounting services to the Company since
its inception. The Company also entered into a standard form of Indemnification Agreement with Mr. Campiciano in connection with
his appointment.
Employment
Agreement
In
connection with Mr. Campiciano’s appointment as the Company’s Chief Financial Officer and Secretary, effective as
of the Effective Date, Propanc PTY entered into an Employment Agreement (the “Employment Agreement”) with Mr. Campiciano.
Pursuant to the Employment Agreement, Mr. Campiciano will be compensated at an hourly rate based on a pro-rated annual salary
for the number of hours of services to be provided to the Company. If Mr. Campiciano’s employment is terminated by either
party, he will be entitled to certain termination benefits, including payment of accrued but untaken annual leave, salary payments
pro-rated based on applicable notice period required under the Employment Agreement, reimbursement of incurred business related
expenses and such other payments as may be required by the Australian National Employment Standards. The Employment Agreement
contains covenants for the benefit of Propanc PTY relating to non-interference with Propanc PTY’s business after termination
of employment and protection of Propanc PTY’s confidential information, certain customary representations and warranties
and standard Propanc PTY indemnification obligations.
The
foregoing description of the Employment Agreement and the Indemnification Agreement does not purport to be complete and is qualified
in its entirety by reference to the full text of such agreements, which are filed as Exhibits 10.1 and 10.2, respectively, to
this Current Report on Form 8-K and are incorporated herein by reference.
Item
7.01
|
Regulation
FD Disclosure.
|
On
June 24, 2019, the Company issued a press release announcing the appointment of Mr. Campiciano as the Chief Financial Officer
and Secretary of the Company. A copy of the Company’s press release is attached as Exhibit 99.1 to this Current Report.
The
information in this Item 7.01, including Exhibit 99.1 attached hereto, is furnished pursuant to Item 7.01 and shall not be deemed
“filed” for any other purpose, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information in this Item
7.01 of this Current Report shall not be deemed incorporated by reference into any filing under the Securities Act or the Exchange
Act regardless of any general incorporation language in such filing unless specifically provided otherwise.
Item
9.01
|
Financial
Statements and Exhibits.
|
(d)
Exhibits:
*
Filed herewith.
**
Furnished herewith.
SIGNATURES
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.
|
PROPANC
BIOPHARMA, INC.
|
|
|
|
|
By:
|
/s/
James Nathanielsz
|
|
Name:
|
James
Nathanielsz
|
Dated:
June 28, 2019
|
Title:
|
Chief
Executive Officer
|
Propanc Biopharma (PK) (USOTC:PPCB)
Historical Stock Chart
From Mar 2024 to Apr 2024
Propanc Biopharma (PK) (USOTC:PPCB)
Historical Stock Chart
From Apr 2023 to Apr 2024