PPCBD Propanc Biopharma Inc (PK)

 

 

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): June 3, 2024

 

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 Number)

 

302, 6 Butler Street

Camberwell, VIC, 3124 Australia

(Address of registrant’s principal executive office) (Zip code)

 

+61-03-9882-0780

(Registrant’s telephone number, including area code)

 

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))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
N/A		N/A		N/A

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

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.

 

Effective June 3, 2024, Propanc Biopharma, Inc. (the “Company”) entered into and closed a loan agreement (the “First Loan”) with an investor (the “First Investor”), pursuant to which the First Investor loaned the Company an aggregate principal amount of $20,000 AUD. The Company intends to use the net proceeds therefrom for general working capital purposes.

 

The maturity date of the First Loan is June 3, 2025, or sooner at the discretion of the Company, and the First Loan bears an interest rate of twelve percent (12%) per annum. The Company has the right to prepay in full at any time with no prepayment penalty.

 

Effective June 5, 2024, Propanc Biopharma, Inc. (the “Company”) entered into and closed a loan agreement (the “Second Loan”) with an investor (the “Second Investor”), pursuant to which the Second Investor loaned the Company an aggregate principal amount of $100,000 AUD. The Company intends to use the net proceeds therefrom for general working capital purposes.

 

The maturity date of the Second Loan is June 5, 2025, or sooner at the discretion of the Company, and the Second Loan bears an interest rate of twelve percent (12%). The Company has the right to prepay in full at any time with no prepayment penalty.

 

The foregoing descriptions of each of the Loan do not purport to be complete and are qualified in their entirety by reference to the full text of each of the Purchase Agreements and the Loans, which are filed as Exhibits 4.1, and 4.2 to this Current Report on Form 8-K (this “Form 8-K”) and are incorporated herein by reference.

 

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

The applicable information set forth in Item 1.01 of this Form 8-K with respect to the First and Second Loan above is incorporated herein by reference.

 

Item 3.02 Unregistered Sales of Equity Securities.

 

The applicable information disclosed in Item 1.01 of this Form 8-K regarding the issuance of the First Loan and Second Loan is incorporated herein by reference. The Loans were issued pursuant to the private placement exemption from registration provided by Section 4(a)(2) of the Securities Act and/or by Rule 506 of Regulation D promulgated thereunder.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits:

 

Exhibit No.		Description
4.1		Loan Agreement dated June 3, 2024
4.2		Loan Agreement dated June 5, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

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.

 

Date: June 11, 2024	PROPANC BIOPHARMA, INC.
	By:	/s/ James Nathanielsz
	Name:	James Nathanielsz
	Title:	Chief Executive Officer and Chief Financial Officer

 

 

 

Exhibit 4.1

 

 

To:	Dr Nick Loizou / Susan Loizou
CC:	Mr. Josef Zelinger
From:	Mr. James Nathanielsz
Subject:	Loan to Propane Biopharma Inc.

 

Dear Susan Loizou,

 

The Board of Directors at Propane Blopharma Inc. (“Propane”) confirm acceptance and receipt of funds for the sum of twenty thousand Australian dollars (AUD 20,000) from Susan Loizou (the “Lender”) of 40 Highland Road, Keilor, Vic 3036 (“address”).

 

The loan to Propane is subject to the following terms & conditions:

 

	●	Amount: A$20,000.00
	●	Term: 1 year or less at the discretion of Propane (the borrower).
	●	Commencement date: 03 June 2024
	●	Interest rate: 12% pa

 

Sincerely,

 

James Nathanielsz

Chief Executive Officer

 

Approved by,

 

Dr Julian Kenyon

Director

 

Approved by,

 

 

p: +61(0)39882 0780 a: 302/6 Sutler Street, Camberwell, VIC 3124, AUSTRALIA w : www.propanc.com

 

 

 

Exhibit 4.2

 

 

To:	Mr. Paul Mazor
CC:	Mr. Josef Zelinger
From:	Mr. James Nathanielsz
Subject:	Loan to Propane Biopharma Inc.

 

Dear Mr. Mazor,

 

The Board of Directors at Propane Biopharma Inc. (“Propane’’) confirm acceptance and receipt of funds for the sum of one hundred thousand Australian dollars (AUD 100,000) from Paul Mazor (the “lender’’) of Apt 2903, 389/1413 The Peak Towers, M. Kasetsin 9 Rd. Nong Prue, Banglamuang, Chonburi, Thailand 20150 (“address’’).

 

The loan to Propane is subject to the following terms & conditions:

 

	●	Amount: A$100,000.00
	●	Term: 1 year or earlier at the discretion of the borrower.
	●	Commencement date: 05 June 2024
	●	Interest rate: 12% pa

 

Sincerely,

 

James Nathanielsz

Chief Executive Officer

 

Approved by,

 

Dr Julian Kenyon

Director

 

Approved by,

 

Mr Paul Mazor

Investor

 

p: +61 (0)3 9882 0780 a: 302/6 Butler Street, Camberwell, VIC 3124, AUSTRALIA w: www.propanc.com

 

 

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Cover	Jun. 03, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jun. 03, 2024
Entity File Number	000-54878
Entity Registrant Name	PROPANC BIOPHARMA, INC.
Entity Central Index Key	0001517681
Entity Tax Identification Number	33-0662986
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	302, 6 Butler Street
Entity Address, Address Line Two	Camberwell
Entity Address, City or Town	VIC
Entity Address, Country	AU
Entity Address, Postal Zip Code	3124
City Area Code	+61-03
Local Phone Number	9882-0780
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false

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