Item
5.02.
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
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b)
Resignation of Officer
On
December 23, 2020, Carlo Campiciano resigned as the Chief Financial Officer and Secretary of Propanc Biopharma, Inc. (the “Company”),
effective on that date. There was no disagreement or dispute with the Company concerning his resignation. In connection with
Mr. Campiciano’s resignation as Chief Financial Officer, he relinquished his role as the Company’s “Principal
Financial and Accounting Officer” for Securities and Exchange Commission (“SEC”) reporting purposes.
c)
Appointment of Officer
James
Nathanielsz, the Company’s Chief Executive Officer, will assume the duties and additional position of Chief Financial Officer,
effective December 23, 2020. In connection with this appointment, Mr. Nathanielsz was designated as the “Principal Financial
and Accounting Officer” of the Company for SEC reporting purposes. For biographical information concerning Mr. Nathanielsz,
see the Company’s Annual Report on Form 10-K filed with the SEC on October 1, 2020. During the last two years, there have
been no transactions or proposed transactions by the Company in which Mr. Nathanielsz has had or is to have a direct or indirect
material interest, other than customary arrangements in connection with serving as the Company’s Chief Executive Officer,
and there are no family relationships between Mr. Nathanielsz and any of the Company’s executive officers or directors.
d)
Election of Director
On
December 23, 2020 (the “Appointment Date”), Josef Zelinger, age 70, was appointed as a board member to the Board of
Directors (the “Board”) of the Company, effective immediately, and the Company entered into a Director Agreement
and Indemnification Agreement with Mr. Zelinger,
Mr.
Zelinger is a Certified Practicing Accountant with 45 years of experience in tax, auditing, finance, investment and management
consulting. Mr. Zelinger also has significant expertise in property management and import/export businesses. Mr. Zelinger commenced
his career as an accountant at L.M. Stanton & Partners - Chartered Accountants, subsequently joining Caston Pty Ltd in 1980,
a steel manufacturer as Chief Financial Officer, and company director, until 1983.
Since
the mid-1980’s until current date, Mr. Zelinger serves as director in several private investment companies in a range of
businesses including property portfolio manager of commercial real estate, import/export businesses and a range of commercial
and financial investment companies. Since 1980, Mr. Zelinger also operates as a sole practitioner in accountancy and tax consulting.
In
1973, Mr. Zelinger graduated in Accounting and was admitted as a Fellow of RMIT University in Business. He has been a Certified
Practicing Accountant since 1984.
Pursuant
to the Director’s Agreement, Mr. Zelinger will receive $250 AUD on a monthly basis, which may be adjusted at the
discretion of the Company. The term of the Agreement commenced on the Appointment Date, and shall terminate upon Mr. Zelinger
ceasing to be a member of the Board. The Agreement may be terminated by the Company for “Cause” (as defined in the
Agreement) at any time upon written notice to Mr. Zelinger.
Pursuant
to the Indemnification Agreement, the Company agrees to indemnify and hold harmless Mr. Zelinger from any liability regarding
the corporate actions of the Company, with terms and conditions consistent with similar agreements of this nature.
There
are no family relationships between Mr. Zelinger and any director or other executive officer of the Company, nor are there
any transactions between Mr. Zelinger or any member of his immediate family and the Company or any of its subsidiaries that would
be reportable as a related party transaction under Item 404(a) of Regulation S-K.
The
foregoing summary of the material terms of the Director Agreement and Indemnification Agreement are qualified in their entirety
by reference to the full text of the agreements, which is attached hereto as Exhibit 10.1 and Exhibit 10.2, respectively, and
are incorporated herein by reference.