PROPANC BIOPHARMA, INC. : Entering into a Material Definitive Agreement, Creating a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits (Form 8-K)

Section 1.01 Entering into a Material Definitive Agreement.

At March 7, 2022, Propanc Biopharma, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with Sixth Street Ready, LLC (“Sixth Street”), pursuant to which Sixth Street purchased a convertible promissory note (the “Note”) from the Company in an aggregate principal amount of $68,750, such principal and interest thereon being convertible into common stock of the Company at the option of Sixth Street. The transaction contemplated by the purchase agreement is expected to be completed on or about March 12, 2022. The Company intends to use the net proceeds ($65,000) of the note for general working capital purposes.

The due date of the Note is March 7, 2023 (the due date “). The note will bear interest at a rate of 8% per annum, which interest may be paid by the Company to Sixth Street in common stock, but will not be payable until the note becomes due and payable, whether on the date of maturity or in the event of acceleration or by prepayment, as described below. Sixth Street has the option to convert all or a portion of the principal amount of the Note, effective on or after September 5, 2023 and ending on the later of the following dates: (i) the Maturity Date and (ii) the date of payment of the Default Amount (as defined below), each with respect to the remaining outstanding of this Note, to convert all or part of the outstanding and unpaid amount of such note into common shares at the then applicable conversion price. The Note Conversion Price 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 with respect to the securities of the Company or the securities of any subsidiary of the Company, consolidations, recapitalizations, reclassifications, extraordinary distributions and similar events). “Variable Conversion Price” shall mean 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 Common Shares during the ten (10) trading day period ending on the last trading day. full purse (as defined below) prior to conversion. Dated. “Trading Price” means, for any security on any date, the closing bid price on the OTCQB, OTCQX, the Pink Sheets Electronic Quotation System or the applicable trading market (the “OTC”) as reported by a reliable reporting service designated by Sixth Street (i.e. Bloomberg) or, if the OTC is not the primary trading venue for that security, the closing bid price for that security on the primary stock exchange or trading market where such security is listed or traded or, if no closing bid price for such security is available in any of the preceding ways, the average of the closing bid prices of all market makers for this title which are listed in the “pink sheets”. “Trading Day” means any day on which the Common Shares are tradeable for any period on the OTC, or on the principal stock exchange or other securities market on which the Common Shares are then traded. Notwithstanding the foregoing, Sixth Street may not effect a conversion if such conversion, together with other common stock of the Company beneficially owned by Sixth Street and its affiliates, exceeds 4.99% of the outstanding common stock of the Society.

The ticket can be prepaid up to 180 days from the date of issue. If the note is prepaid within 60 days from the date of issue, the prepayment premium will be 110% of the face amount plus any accrued interest, if prepaid after 60 days from the date of issue, but less than 91 days from the date of issue, then the prepayment premium will be 115% of the nominal amount plus any accrued interest, if prepaid after 90 days from the date of 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 date of issue, then the prepayment premium will be 125% of the principal amount plus any accrued interest, and if prepaid after 150 days from date of issue, but within 181 days of the issue date, the prepayment premium will be 129% of the face amount plus any accrued interest. While the note is outstanding, the Company agrees not, without the prior written consent of Sixth Street, 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. Pursuant to the terms of the purchase agreement, the Company has paid Sixth Street’s fees and expenses in the aggregate 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 customary events of default. , including, without limitation, breach of covenants, representations or warranties, insolvency, bankruptcy, liquidation and failure by the Company to pay principal and interest due under the note. Additional events of default will include, among others: (i) failure to reserve at least five times the number of shares issuable upon full conversion of the Bond; (ii) bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings, whether voluntary or involuntary, to obtain relief under any bankruptcy law or any law for the relief of debtors will be instituted by or against the Company or any subsidiary of the Company; provided that, in the event that any such event is triggered without the consent of the Company, the Company shall have sixty (60) days after the triggering of such event to acquit such event, (iii) the inability of the Company to maintain the listing of the ordinary shares on at least one of the over-the-counter markets (which notably includes the listing platforms maintained by the OTC Markets group) or an equivalent replacement stock exchange, the Nasdaq National Marketthe Nasdaq Small Cap Marketthe New York Stock Exchangeor the
American stock market(iv) The restatement of the financial statements filed by the Company with the SECOND at any time after 180 days after the date of issue for any date or period until this note is no longer outstanding, if the result of such restatement would, as compared to the unrestated financial statements, reasonably constitute a material adverse effect on the rights of Sixth Street with respect to such note or 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 Sixth Street common shares issuable upon conversion of principal or interest under the note within three business days of notice of conversion by Sixth Street, 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 due to a third party such as the transfer agent. . . .

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

The information set out in point 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 March 7, 2022, issued by the
              Company to Sixth Street Lending LLC
10.1*           Securities Purchase Agreement, dated March 7, 2022, by and between
              the Company and Sixth Street Lending LLC
104           Cover Page Interactive Data File (embedded within the Inline XBRL

*Deposited attached

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