8-K 1 form8-k.htm

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): August 9, 2017

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) |  | (IRS Employer Identification No.)

302, 6 Butler Street Camberwell, VIC, 3124 Australia
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: 61 03 9882 6723
(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))

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

Financing Agreement

On August 9, 2017, Propanc Biopharma, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “SPA”) dated as of August 8, 2017, with Eagle Equities, LLC, a Nevada limited liability company (“Eagle Equities”), pursuant to which Eagle Equities purchased two 8% convertible redeemable junior subordinated promissory notes, each in the principal amount of $200,000. The first note (the “First Note”) was funded with cash and the second note (the “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 Back-End Note require cash funding prior to any conversion thereunder. The Note Receivable is due April 8, 2018, unless certain conditions are not met, in which case both the Back-End Note and the Note Receivable may both be cancelled. Both the First Note and the Back-End Note have a maturity date of August 8, 2018, 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 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 at any time, without penalty. The Back-End Note may not be prepaid. However, in the event the First Note is redeemed within the first six months of issuance, the Back-End Note will be deemed cancelled and of no further effect.

The 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 SPA, the First Note, the Back-End Note and the Note Receivable are qualified in their entirety by reference to the provisions of the SPA, the First Note and the Back-End Note, included in Exhibits 10.1, 4.1, 4.2 and 4.3, respectively, to this Current Report on Form 8-K, which are incorporated herein by reference.

Consulting Agreement

On August 10, 2017, the Company entered into an agreement, retroactive to May 16, 2017, with Regal Consulting LLC, a Delaware limited liability company (the “Consultant”), pursuant to which the Consultant agreed to provide certain consulting and business advisory services in exchange for a $310,000 junior subordinated convertible note (the “Consulting Note”). The Consulting Note shall accrue interest at a rate of 10% per annum and is convertible into Common Stock at the lesser of $1.50 or 65% of the three lowest trades in the ten trading days prior to the conversion. The Consulting Note is fully earned upon signing the agreement and matures on August 10, 2019. Upon an event of default, principal and accrued interest become immediately due and payable under the Consulting Note. Additionally, upon an event of default the Consulting Note accrue interest at a default interest rate of 18% per annum or the highest rate of interest permitted by law. The agreement has a three-month term and will expire on August 16, 2017.

The foregoing descriptions of the agreement and the Consulting Note are qualified in their entirety by reference to the provisions of the agreement and the Consulting Note attached hereto as Exhibits 10.2 and 4.4, respectively.

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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 of securities to Eagle Equities and the Consultant disclosed above, the Company claims an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to the exemption for transactions by an issuer not involving any public offering under Section 4(a)(2) of the Securities Act. The Company has made this determination based on representations of the acquirers that each 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 August 8, 2018 issued to Eagle Equities, LLC
4.2 |  | 8% Convertible Redeemable Junior Subordinated Promissory Note (Back End Note) due August 8, 2018 issued to Eagle Equities, LLC
4.3 |  | Convertible Secured Promissory Note (Back End Note) due April 8, 2018
4.4 |  | 10% Per Annum, $310,000 Junior Subordinated Convertible Note issued to Regal Consulting LLC
10.1 |  | Securities Purchase Agreement dated as of August 8, 2017 between Propanc Biopharma, Inc. and Eagle Equities, LLC
10.2 |  | Consulting Agreement dated as of May 16, 2017 and entered into on August 10, 2017 between Propanc Biopharma, Inc. and Regal Consulting LLC

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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.

Dated: August 15, 2017

| PROPANC BIOPHARMA, INC.
| By: | /s/ James Nathanielsz
|  | James Nathanielsz
|  | President and Chief Executive Officer

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