PROPANC BIOPHARMA, INC. : conclusion of a material definitive agreement, creation of a direct financial obligation or obligation under an off-balance sheet arrangement of a holder, financial statements and supporting documents (form 8-K)


Item 1.01 Conclusion of a Material Definitive Agreement.

At August 19, 2021, Propanc Biopharma, Inc. (the “Company”) has entered into a securities purchase agreement (the “Purchase Agreement”) with Geneva Roth Remark Holdings, Inc. (“Geneva”), under which Geneva purchased a convertible promissory note (the “Note” from the Company for a total principal amount of $ 103,750, this principal and the related interest convertible into ordinary shares of the Company at the option of Geneva. The transaction contemplated by the purchase contract was concluded on or about 23 Aug 2021. The Company intends to use the net proceeds ($ 100,000) of the General Purpose Working Capital Note.

The maturity date of the note is August 19, 2022 (the due date “). The Note will bear interest at the rate of 8% per annum, interest which may be paid by the Company in Geneva in ordinary shares, but will only be payable on the due date of the Ticket, whether on the Maturity Date or when accelerating or by prepayment, as described below. Geneva has the possibility of converting all or part of the nominal capital of the Note, from February 16, 2022
and ending on the due date and on the later Default Amount payment date (as defined below) is paid in the event of default, for the common shares of the Company at the then applicable conversion price. . The conversion price of the Note will be equal to the Variable Conversion Price (as defined herein) (subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Company in respect of the securities. of the Company or the securities of any subsidiary of the Company, mergers, recapitalizations, reclassifications, exceptional distributions and similar events). The “Variable Conversion Price” means 65% multiplied by the market price (as defined herein) (representing a discount rate of 35%). “Market Price” means the average of the three (3) lowest trading prices (as defined below) for the Common Shares during the ten (10) trading day period ending on the last day of trading. full negotiation before the conversion date. “Trading Price” means, for any security on any date, the closing bid price on the electronic quotation system OTCQB, OTCQX, Pink Sheets or on the applicable trading market (the “OTC”), as reported by a reliable reporting service designated by Geneva (e.g. Bloomberg) or, if the OTC is not the main trading market for that security, the closing bid price for that security on the main stock exchange or the trade where that security is listed or traded or, if no closing bid price for that security is available in any of the aforementioned ways, the average of the closing bid prices of all market makers for that security that are listed in the “Pink leaves”. Notwithstanding the foregoing, Geneva will be precluded from making a conversion if such conversion, together with other ordinary shares of the Company beneficially owned by Geneva and its affiliates, exceeds 4.99% of the outstanding ordinary shares of the Company. Society.

The ticket can be prepaid up to 180 days from the date of issue. If the note is prepaid within 60 days of the date of issue, then the prepayment premium will be 110% of the face amount plus accrued interest, if prepaid after 60 days from the date issue, but less than 91 days from the date of issue, then the prepayment premium will be 115% of the face amount plus accrued interest, if prepaid after 90 days from the date issue, but less than 121 days from the date of issue, then the prepayment premium will be 120% of the face amount plus any accrued interest, if prepaid after 120 days from the date of issue, but less than 151 days from the date of issue, then the prepayment premium will be 125% of the face amount plus accrued interest, and if prepaid after 150 days from from issue date of issue, but less than 181 days rs after the issue date, the early redemption premium will be 129% of the nominal amount plus accrued interest. As long as the ticket is in circulation, the Company undertakes not, without the prior written consent of Geneva, to sell, lease or otherwise dispose of all or substantially all of its assets outside the ordinary course of business. which would make the Company a “shell company” as that term is defined in Rule 144. In accordance with the terms of the Purchase Agreement, the Company paid Geneva fees and expenses for the total amount of $ 3,750.

Except as described above, the Note contains certain events of default, including failure to issue shares in a timely manner upon receipt of a conversion notice, as well as certain events of default. customary practices, including, but not limited to, breach of covenants, representations or guarantees, insolvency, bankruptcy, liquidation and failure of the Company to pay principal and interest due under the Note. Other events of default include, among others: (i) failure to reserve at least five times the number of shares that can be issued upon full conversion of the Security; (ii) bankruptcy, insolvency, reorganization or liquidation or other proceedings, voluntary or involuntary, for relief under any bankruptcy law or any debtor relief law will be instituted by or against the Company or any subsidiary of the Company; provided that, in the event that such an event is triggered without the consent of the Company, the Company has sixty (60) days after the triggering of such event to acknowledge such event, (iii) the failure of the Company to maintain the listing of ordinary shares on at least one of the over-the-counter markets (which includes in particular the listing platforms managed by OTC Markets Group) or an equivalent replacement stock exchange, on National Nasdaq Market, the Nasdaq Small Cap Market, the New York Stock Exchange, or the
American Stock Exchange, (iv) The restatement of any financial statement filed by the Company with the SECOND at any time after 180 days after the date of issue for any date or period until such note is no longer in circulation, if the result of such restatement would have, in relation to the unstated financial statement, have reasonably constituted a material adverse effect on Geneva law with respect to this Note or the Purchase Agreement, and (v) the Company’s failure to comply with its reporting obligations under the Securities and Exchange Act of 1934 (the “Exchange Act”), and / or the Company ceases to be subject to the reporting requirements of the Exchange Act.

In the event that the Company does not deliver to Geneva the ordinary shares that may be issued upon conversion of the principal or interest under the Note within three working days following a conversion notice by Geneva, the Company will incur a penalty of $ 1,000 per day, it being understood, however, that this commission will not be due if the failure to deliver the shares is attributable to a third party such as the transfer agent.

Upon the occurrence and during the continuation of certain events of default, the Note will become immediately due and payable and the Company will pay Geneva, in full satisfaction of its obligations under the Note, an amount equal to 150% of an amount equal to the amount of the outstanding principal on the note plus any interest accrued on such event of default or prior events of default (the “Default Amount”). . . .

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under a

          Off-Balance Sheet Arrangement by a Registrant.



The information set out in section 1.01 above is incorporated herein by reference.

Item 9.01 Financial statements and supporting documents.




(d) Exhibits:



Exhibit No.   Description
   4.1*         8% Convertible Promissory Note, dated August 19, 2021, issued by
              the Company to Geneva Roth Remark Holdings, Inc.
   10.1*        Securities Purchase Agreement, dated August 19, 2021, by and
              between the Company and Geneva Roth Remark Holdings, Inc.



* Filed herewith

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