PROPANC BIOPHARMA, INC. (OTCMKTS:PPCB) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01
| Entry into a Material Definitive Agreement |
On May 26, 2017, Propanc Biopharma, Inc. (the Company and, until
recently, known as Propanc Health Group Corporation) entered into
a Securities Purchase Agreement (the SPA) dated as of May 17,
2017, with GS Capital Partners, LLC (GS), to which GS purchased
for cash an 8% convertible redeemable junior subordinated
promissory note in the principal amount of $160,000 (the Note).
The Note matures on May 17, 2018, upon which any outstanding
principal and interest becomes due and payable. The Note may be
prepaid with certain penalties within 180 days of issuance.
Commencing on November 17, 2017, the amount of principal and
accrued interest under the Note are convertible into common
stock, par value $0.001 (the Common Stock), of the Company at a
conversion price equal to 62% of the lowest closing bid price of
the Common Stock for the ten trading days prior to the
conversion, subject to adjustment in certain events.
Upon an event of default, principal and accrued interest will
become immediately due and payable under the Note. Additionally,
upon an event of default, the Note will accrue interest at a
default interest rate of 24% per annum or the highest rate of
interest permitted by law. Further, certain events of default may
trigger penalty and liquidated damage provisions.
The foregoing descriptions of the SPA and the Note are qualified
in their entirety by reference to the provisions of the SPA and
the Note, included in Exhibits 10.1 and 4.1, respectively, to
this Current Report on Form 8-K, which are incorporated herein by
reference.
| Item 2.03 |
Creation of Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant |
The disclosure under Item 1.01 of this Current Report on Form 8-K
is incorporated into this Item 2.03 by reference.
| Item 3.02 | Unregistered Sales of Equity Securities |
The disclosure under Item 1.01 of this Current Report on Form 8-K
is incorporated into this Item 3.02 by reference.
In connection with the issuance to GS disclosed above, the
Company claimed an exemption from the registration requirements
of the Securities Act of 1933, as amended (the Securities Act),
to the exemption for transactions by an issuer not involving any
public offering under Section 4(a)(2) of the Securities Act. The
Company made this determination based on representations of the
acquirer that it was acquiring the securities for its own account
with no intent to distribute the securities. No general
solicitation or general advertising were used in connection with
these issuances.
| Item 7.01 | Regulation FD. |
On June 1, 2017, the Company posted the fact sheet furnished
hereto as Exhibit 99.1 and the investor presentation furnished
hereto as Exhibit 99.2 to its website at www.propanc.com.
None of the information furnished in this Item 7.01 or Exhibits
99.1 and 99.2 thereto shall be deemed to be filed for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended.
| Item 8.01 | Other Events. |
On June 1, 2017, the Company announced that the ticker symbol of
its Common Stock would change from PPCH to PPCB, effective
immediately, to reflect its recent name change. The Company made
this announcement via a press release, which is included in
Exhibit 99.3 to this Current Report on Form 8-K and is
incorporated into this Item 8.01 by reference.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit No. | Description | |
| 4.1 |
8% Convertible Redeemable Junior Subordinated Promissory Note due May 17, 2018 issued to GS Capital Partners, LLC |
|
|
10.1 |
Securities Purchase Agreement dated as of May 17, 2017 between Propanc Biopharma, Inc. and GS Capital Partners, LLC |
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99.1 99.2 99.3 |
Investor Fact Sheet Investor Presentation
Press Release of Propanc Biopharma, Inc., dated June 1, |
About PROPANC BIOPHARMA, INC. (OTCMKTS:PPCB)
Propanc Biopharma, Inc., formerly Propanc Health Group Corporation, is an early-stage healthcare company that is focused on developing new cancer treatments for patients suffering from pancreatic, ovarian and colorectal cancer. The Company has developed a composite formulation of anti-cancer compounds, which together exert a range of effects designed to control or prevent tumors from recurring and spreading through the body. The Company’s solution is to develop and commercialize a long-term therapy to prevent tumor recurrence and metastases. It is developing pro-enzyme therapy for the treatment and prevention of the development of carcinomas from solid tumors. The Company’s products include PRP and PRP-DCM. The Company’s PRP is a formulation consisting of two pro-enzymes: trypsinogen and chymotrypsinogen, plus the enzyme amylase (1, 4-alpha-D-glucan glucanohydrolase). The pro-enzymes in PRP, typsinogen and chymotrypsinogen, exhibit specificity for tumor cells and not normal cells. PROPANC BIOPHARMA, INC. (OTCMKTS:PPCB) Recent Trading Information
PROPANC BIOPHARMA, INC. (OTCMKTS:PPCB) closed its last trading session down -0.01 at 1.38 with 28,626 shares trading hands.