PROPANC HEALTH GROUP CORPORATION (OTCMKTS:PPCH) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01
| Entry into a Material Definitive Agreement |
On December 23, 2016, Propanc Health Group Corporation (the
Company) entered into a Securities Purchase Agreement (the Eagle
SPA) dated as of December 21, 2016, with Eagle Equities, LLC
(Eagle Equities), to which Eagle Equities purchased two 8%
convertible redeemable junior subordinated promissory notes, each
in the principal amount of $157,500. The first note (the First
Note) was funded with cash and the second note (the Eagle
Back-End Note) was initially paid for by an offsetting promissory
note issued by Eagle Equities to the Company (the Note
Receivable). The terms of the Eagle Back-End Note require cash
funding prior to any conversion thereunder. The Note Receivable
is due August 21, 2017, unless certain conditions are not met, in
which case both the Eagle Back-End Note and the Note Receivable
may both be cancelled. Both the First Note and the Eagle Back-End
Note have a maturity date one year from the date of issuance upon
which any outstanding principal and interest is due and payable.
The amounts cash funded plus accrued interest under both the
First Note and the Eagle Back-End Note are convertible into
common stock, par value $0.001 (the Common Stock), of the Company
at a conversion price equal to 60% 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.
The First Note may be prepaid with certain penalties within 180
days of issuance. The Eagle Back-End Note may not be prepaid.
However, in the event the First Note is redeemed within the first
six months of issuance, the Eagle Back-End Note will be deemed
cancelled and of no further effect.
The Eagle Back-End Note will not be cash funded and such note,
along with the Note Receivable, will be immediately cancelled if
the shares do not maintain a minimum trading price during the
five days prior to such funding and a certain aggregate dollar
trading volume during such period. Upon an event of default,
principal and accrued interest will become immediately due and
payable under the notes. Additionally, upon an event of default,
both notes 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 Eagle SPA, the First Note and
the Eagle Back-End Note are qualified in their entirety by
reference to the provisions of the Eagle SPA, the First Note and
the Eagle Back-End Note, included in Exhibits 10.1, 4.1 and 4.2,
respectively, to this Current Report on Form 8-K, which are
incorporated herein by reference.
| Item 1.02 |
Termination of a Material Definitive Agreement |
By letter dated December 21, 2016, the Company provided written
notice to GHS Investments, LLC (GHS), that the Company was
terminating the Equity Financing Agreement (the Financing
Agreement) dated as of December 1, 2016 between the Company and
GHS. The effective date of the termination is December 27, 2016.
The Company terminated the Financing Agreement according to its
terms and the termination does not give rise to any early
termination fees or penalties.
to the Financing Agreement and the related Registration Rights
Agreement dated as of December 1, 2016 between GHS and the
Company (the Registration Rights Agreement), GHS agreed to
purchase up to $7.0 million of Common Stock, from time to time,
following the registration of such shares to an effective
registration statement. Following such time, the Company would
have the right to deliver puts to GHS and GHS would be obligated
to purchase registered shares of Common Stock based on the
investment amount specified in each put, subject to certain
limitations. No puts were delivered to GHS by the Company to the
Financing Agreement.
In addition, to the Financing Agreement, upon the filing of the
resale registration statement on or before the 30th calendar day
following the effective date of the Financing Agreement, GHS was
to pay $250,000 to the Company in immediately available funds and
the Company would issue to GHS a $250,000 junior subordinated
promissory note with a maturity date nine months from the
original issuance date (the GHS Note). Due to the termination of
the Financing Agreement, GHS will not pay the $250,000 to the
Company and no GHS Note will be issued.
Further, upon both parties signing of the Financing Agreement,
the Company issued to GHS a $20,000 unsecured junior subordinated
promissory note that accrues interest at a rate of 5% and matures
six months from the date of issuance (the Commitment Note). In
the event of default, principal and accrued interest under the
Commitment Note becomes immediately due and payable. The
Commitment Note remains outstanding.
The foregoing descriptions of the Financing Agreement, the
Registration Rights Agreement, the GHS Note and the Commitment
Note are qualified in their entirety by reference to the
provisions of the Financing Agreement, the Registration Rights
Agreement, the GHS Note and the Commitment Note, included in
Exhibits 10.2, 10.3, 4.3 and 4.4, respectively, to the Companys
Current Report on Form 8-K filed with the SEC on December 7,
2016, 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 issuances to Eagle Equities 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 acquiror 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 9.01 | Financial Statements and Exhibits |
(d)Exhibits
| Exhibit No. | Description | |
| 4.1 |
8% Convertible Redeemable Junior Subordinated Promissory Note due December 21, 2017 issued to Eagle Equities, LLC |
|
| 4.2 |
8% Convertible Redeemable Junior Subordinated Promissory Note (Back End Note) due December 21, 2017 issued to Eagle Equities, LLC |
|
| 10.1 |
Securities Purchase Agreement dated as of December 21, 2016 between Propanc Health Group Corporation and Eagle Equities, LLC |
About PROPANC HEALTH GROUP CORPORATION (OTCMKTS:PPCH)
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. The Company 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 HEALTH GROUP CORPORATION (OTCMKTS:PPCH) Recent Trading Information
PROPANC HEALTH GROUP CORPORATION (OTCMKTS:PPCH) closed its last trading session down -0.00030 at 0.00860 with 2,677,707 shares trading hands.