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 |
Delafield Investments Limited
As of December 2, 2016, Propanc Health Group Corporation, a
Delaware corporation (the Company), entered in a letter agreement
(the Letter Agreement) with Delafield Investments Limited
(Delafield), to which the Company and Delafield agreed to cancel
the Companys two year common stock purchase warrant to purchase
up to 40,000,000 shares of common stock, par value $0.001 per
share (the Common Stock), of the Company at an exercise price of
$0.10 per share (the Two Year Warrant), and the five month common
stock purchase warrant to purchase in five tranches, at exercise
prices between $0.012 and $0.020 per share, up to 200,000,000
shares of Common Stock (the Five Month Warrant). The Two Year
Warrant and the Five Month Warrant (collectively, the Warrants)
were originally issued to Delafield on August 3, 2016.
to the Letter Agreement, the 12,500,000 restricted shares held by
Delafield to its exercise of such shares under the first tranche
of the Five Month Warrant at a purchase price of $0.012 per share
or $150,000 in the aggregate, were redeemed by the Company upon
the issuance and in exchange for an 8% convertible redeemable
promissory note in the principal amount of $150,000 (the
Delafield Note). The Delafield Note matures two years from the
issuance date at which time any outstanding principal and
interest is then due and payable. The Delafield Note is
convertible into shares of Common Stock at a conversion price
equal to 65% of the average of the three lowest closing bid
prices of the Common Stock for the ten trading days prior to the
conversion, subject to adjustment in certain events. The Note may
be prepaid at any time at 135% of the principal amount plus any
accrued interest. Upon an event of default, principal and accrued
interest will become immediately due and payable and interest
will accrue at a default interest rate of 18% per annum or the
highest rate of interest permitted by law.
In addition, to the Letter Agreement, Delafield released the
Company from its obligations to register and reserve the shares
underlying the Warrants and authorized the Company to withdraw
its registration statement with respect to such shares. Delafield
provided in the Letter Agreement, certain consents and waivers
with respect to the Companys compliance with certain provisions
of the Convertible Debenture in the original principal amount of
$4,400,000 issued by the Company to Delafield (the 2015
Debenture) and the 5% Original Issue Discount Senior Secured
Convertible Debenture of the Company issued to Delafield in the
principal amount of $165,000 (the Additional Issuance Debenture),
for the Companys issuance of Common Stock upon conversion of a
convertible security.
In connection with the above, the Company issued Delafield a
two-year common stock purchase warrant to purchase 26,000,000
shares of Common Stock at an exercise price of $0.05 per share
(the New Warrant). The exercise price and number of shares of
Common Stock issuable under the New Warrant are subject to
adjustments for certain reclassifications, subdivision or
combination of shares.
The foregoing descriptions of the Letter Agreement, the Delafield
Note and the New Warrant are qualified in their entirety by
reference to the provisions of the Letter Agreement, the
Delafield Note and the New Warrant filed as Exhibits 10.1, 4.1
and 4.2, respectively, to this Current Report on Form 8-K, which
are incorporated herein by reference.
GHS Investments LLC
As of December 1, 2016 (the Effective Date), the Company entered
into an Equity Financing Agreement (the Financing Agreement), and
a Registration Rights Agreement (the Registration Rights
Agreement), with GHS Investments LLC, a Nevada limited liability
company (GHS), to which GHS agreed to purchase up to $7.0 million
of Common Stock, from time to time, following the registration of
such shares to a registration statement (the Resale Registration
Statement) declared effective by the Securities and Exchange
Commission (the SEC). Following effectiveness of the Resale
Registration Statement, the Company shall have the right to
deliver puts to GHS and GHS will be obligated to purchase
registered shares of Common Stock based on the investment amount
specified in each put notice so long as such amount does not
exceed 9.99% of the outstanding shares of Common Stock of the
Company. The price of each put registered share shall be equal to
80% of the average of the three lowest volume weighted average
prices of the Common Stock (the Market Price) during the 10
consecutive trading days immediately preceding the receipt of the
applicable put notice (the Pricing Period); provided that in any
event the purchase price shall not be less than $0.01 (the Put
Floor) which may be rendered inoperative by mutual agreement of
the parties in the event the Common Stock trades at or below
$0.01 for any two trading days during a Pricing Period (the
Purchase Price). In the event that (i) the average of the three
lowest volume-weighted average prices (the VWAP) of the Companys
Common Stock during the 10 trading days following a put notice
(the Trading Period) is less than 85% of the Market Price used to
determine the Purchase Price in connection with the put and (ii)
as of the end of such Trading Period GHS holds shares of Common
Stock issued to such put notice (the Trading Period Shares), then
the Company shall issue such additional shares of Common Stock as
may be necessary to adjust the Purchase Price for that portion of
the put represented by the Trading Period shares to equal the
VWAP during the Trading Period.
The maximum dollar amount of any put shall not exceed two times
the average of the daily trading dollar volume for the Common
Stock during the 10 trading days preceding the put notice date.
No put will be made in an amount less than $25,000 or greater
than $300,000 without the prior approval of GHS. There will be a
minimum of 10 trading days between put notices unless GHS
otherwise agrees in writing. Puts may be delivered by the Company
to GHS until the earlier of 24 months after the SEC first
declares the Resale Registration Statement effective or the date
on which GHS has purchased an aggregate of $7.0 million worth of
put registered shares.
Promptly upon the filing of the Resale Registration Statement on
or before the 30th calendar day following the
Effective Date, GHS will pay $250,000 to the Company in
immediately available funds and the Company will issue to GHS a
$250,000 junior subordinated promissory note with a maturity date
nine months from the original issuance date (the GHS Note). The
GHS Note will accrue interest at a rate of 10% per annum.
Following an effective Resale Registration Statement, the GHS
Note is convertible into shares of Common Stock at a 30% discount
to the lowest trading price during the ten trading days prior to
the conversion. If the Resale Registration Statement is not
declared effective within 180 days from its filing, the GHS Note
can be converted into shares of Common Stock at a 35% discount
off the average of the three lowest volume-weighted average
prices for the Common Stock during the 15 trading days
immediately preceding a conversion date. If the Company fails to
deliver shares in accordance with the GHS Note, GHS is entitled
to certain liquidated damages in addition to any other available
remedies. Certain events, including the Companys merger or
consolidation, distributions, or certain issuances, may result in
adjustments to the number of shares GHS receives to, or the
conversion price under, the GHS Note. Following issuance, the
Company may prepay the GHS Note at 125% of principal and interest
within 60 days, 127.5% of principal and interest after 60 days
and within 120 days, or 135% of principal and interest between
121 and 180 days. In the event of default, the GHS Note is
subject to acceleration at 150% of amounts owed and interest will
accrue at a default interest rate of 20% per annum.
In addition, to 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 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, Exhibits 10.2,
10.3, 4.3 and 4.4, 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 issuances to Delafield and GHS 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 Promissory Note due December 2, 2018 issued to Delafield Limited Investments |
|
| 4.2 |
Common Stock Purchase Warrant issued to Delafield Limited Investments, dated December 2, 2016 |
|
| 4.3 |
Form of Junior Subordinated Promissory Note to be issued to GHS Investments Limited |
|
| 4.4 |
Unsecured Junior Subordinated Promissory Note due June 1, 2017 issued to GHS Investments Limited |
|
| 10.1 |
Letter Agreement dated as of December 2, 2016 between Propanc Health Group Corporation and Delafield Investments Limited |
|
| 10.2 |
Equity Financing Agreement dated as of December 1, 2016 between Propanc Health Group Corporation and GHS Investments Limited |
|
| 10.3 |
Registration Rights Agreement dated as of December 1, 2016 between Propanc Health Group Corporation and GHS Investments Limited |
|
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 up +0.0081 at 0.0160 with 25,340,934 shares trading hands.