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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 29, 2023 (August 23, 2023)
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)
N/A
(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)) |
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.
On
August 23, 2023, Propanc Biopharma, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase
Agreement”) with an investor (the “Investor”), which closed on August 23, 2023, pursuant to which the Investor purchased
a convertible redeemable promissory note in the aggregate principal amount of $77,500 (the “Note”) from the Company for $72,500.
The principal and the interest thereon is convertible into shares of common stock of the Company, par value $0.001 per share (the “Common
Stock”), at the option of Investor at any time (the “Conversion Shares”). The Company intends to use the net proceeds
from the Note for general working capital purposes.
The
initial conversion price for the Note is equal to $0.04 per share (the “Fixed Price”), provided that the Fixed Price will
be reduced to $0.02 per share in the event that the market price of the Common Stock trades below $0.03 per share for five consecutive
trading days. In the event of a default under the Note and unless the Fixed Price is lower, such conversion price will equal the lowest
trading price of the Common Stock for the ten trading days immediately preceding such default, which price is subject to re-adjustment
every thirty calendar days during the period in which the Company remains in default. Pursuant to the Note, in the event that such conversion
price is below the par value of the Common Stock, the Company has agreed to take all steps to reduce such par value or conduct a reverse
split of its Common Stock, as applicable. Notwithstanding the foregoing, such conversion price and lookback periods are subject to adjustment
in favor of the Investor in the event the Company issues securities to another party with more favorable conversion terms, and such conversions
are subject to a 4.99% beneficial ownership limitation (which may be increased to 9.9% upon 60 days’ prior written notice from
the holder of the Note) and adjustments for mergers, consolidations, reorganizations and similar events set forth in the Note, other
than a transfer or sale of all or substantially all Company assets. Pursuant to the Note, the Company is required to maintain an initial
reserve of at least 400% of the number of Conversion Shares, subject to any increase of such reserved amount to reflect the Company’s
obligations under the Note.
In
addition, pursuant to the Note, in the event of a transfer or sale of all or substantially all of the Company’s assets, or certain
merger, consolidation, reorganization and similar events described in the Note, the Company will be required to, upon the Investor’s
request, (i) redeem the Note in cash for 150% of the principal and accrued but unpaid interest thereon through such redemption date or
(ii) convert the unpaid principal and accrued but unpaid interest into shares of Common Stock immediately prior to such event at the
conversion price then in effect.
The
maturity date of the Note is February 23, 2024 and bears interest at a rate of 8% per annum, which may be increased to 24% in the event
of a default. Interest on such Note is payable only in Common Stock in accordance with the terms of conversion in the Note. During the
first 60 days following the date of the Note, the Company has the right to prepay the principal and accrued but unpaid interest due under
the Note, at a 110% premium of the face amount plus accrued and unpaid interest, which increases to (i) 120% if prepaid after 60 days,
but less than 121 days from the issuance date and (ii) 125% if prepaid after 120 days, but less than 181 days from the issuance date.
After this initial 180-day period, the Company does not have a right to prepay the Note.
The
Note contains certain events of default, including failure to timely issue the Conversion Shares, failure to maintain the listing of
the Common Stock on at least one of the OTC markets (which specifically includes the quotation platforms maintained by the OTC Markets
Group) or an equivalent replacement exchange or lose the “bid” price of its Common Stock on such exchange (if the latter
occurs, the outstanding principal amount under the Note will increase by 20%), failure to comply with its reporting requirements with
the U.S. Securities and Exchange Commission, a breach of certain covenants in the Purchase Agreement, default by the Company under any
other note issued to the Investor, as well as certain customary events of default set forth in the Note, including, among others, breach
of covenants, representations or warranties, insolvency, bankruptcy, liquidation and failure by the Company to pay the principal and
interest due under the Note. Upon an event of default, the Note will become immediately due and payable by the Company.
The
foregoing descriptions of each of the Purchase Agreement and the Note do not purport to be complete and are qualified in their entirety
by reference to the full text of each of the Purchase Agreement and the Note, which are filed as Exhibits 10.1 and 4.1, respectively,
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 Purchase Agreement and the Note 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 Note is incorporated herein by reference.
The Note was 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:
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:
August 29, 2023 |
PROPANC
BIOPHARMA, INC. |
|
|
|
|
By: |
/s/
James Nathanielsz |
|
Name: |
James
Nathanielsz |
|
Title: |
Chief
Executive Officer and Chief Financial Officer |
Exhibit
4.1
THIS
NOTE AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE UNITED STATES SECURITIES
AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER (THE “1933 ACT”)
PROPANC
BIOPHARMA, INC.
8%
CONVERTIBLE REDEEMABLE NOTE
DUE
FEBRUARY 23, 2024
FOR
VALUE RECEIVED, Propanc Biopharma, Inc. (the “Company”) promises to pay to the order of GS CAPITAL PARTNERS, LLC and its
authorized successors and Permitted Assigns, defined below, (the “Holder”), the aggregate principal face amount of
Seventy Seven Thousand Five Hundred Dollars exactly (U.S. $77,500.00) on February 23, 2024 (the “Maturity Date”) and
to pay interest on the principal amount outstanding hereunder at the rate of 8% per annum commencing on August 23, 2023. The interest
will be paid to the Holder in whose name this 8% Convertible Redeemable Note (this “Note”) is registered on the records of
the Company regarding registration and transfers of this Note. This Note shall contain a $5,000 original issue discount such that the
purchase price shall be $72,500. The principal of, and interest on, this Note are payable at 1325 Airmotive Way Suite 202, Reno, NV 85902,
initially, and if changed, last appearing on the records of the Company as designated in writing by the Holder hereof from time to time.
The Company will pay each interest payment and the outstanding principal due upon this Note before or on the Maturity Date, less any
amounts required by law to be deducted or withheld, to the Holder of this Note by check or wire transfer addressed to such Holder at
the last address appearing on the records of the Company. The forwarding of such check or wire transfer shall constitute a payment of
outstanding principal hereunder and shall satisfy and discharge the liability for principal on this Note to the extent of the sum represented
by such check or wire transfer. Interest shall be payable in Common Stock (as defined below) pursuant to paragraph 4(b) herein. Permitted
Assigns means any “qualified person”, “permitted assigns” or “prospective transferee” acquiring all
or a portion of this Note accompanied by an Opinion of Counsel, all in accordance with the terms provided in Sections 2(f) and 5(g) of
the Securities Purchase Agreement by and between the Holder and the Company dated as of August 23, 2023 (the “Securities Purchase
Agreement”).
This
Note is subject to the following additional provisions:
1.
This Note is exchangeable for an equal aggregate principal amount of Notes of different authorized denominations, as requested by the
Holder surrendering the same. No service charge will be made for such registration or transfer or exchange, except that Holder shall
pay any tax or other governmental charges payable in connection therewith and for the cost of any Opinion of Counsel as maybe required
under Section 5(g) of the Securities Purchase Agreement. To the extent that Holder subsequently transfers, assigns, sells or exchanges
any of the multiple lesser denomination notes, Holder acknowledges that it will provide the Company with an Opinion of Counsel as provided
for in Sections 2(f) and 5(g) of the Securities Purchase Agreement (“Opinions of Counsel”).
/s/
JN
Initials
2.
The Company shall be entitled to withhold from all payments any amounts required to be withheld under applicable laws.
3.
This Note may be transferred or exchanged only in compliance with the Securities Act of 1933, as amended (“Act”),
applicable state securities laws and Sections 2(f) and 5(f) of the Securities Purchase Agreement. Any attempted transfer to a non-qualifying
party shall be treated by the Company as void. Prior to due presentment for transfer of this Note, the Company and any agent of the Company
may treat the person in whose name this Note is duly registered on the Company’s records as the owner hereof for all other purposes,
whether or not this Note be overdue, and neither the Company nor any such agent shall be affected or bound by notice to the contrary.
Any Holder of this Note electing to exercise the right of conversion set forth in Section 4(a) hereof, in addition to the requirements
set forth in Section 4(a), and any prequalified prospective transferee of this Note, also is required to give the Company written confirmation
that this Note is being converted (“Notice of Conversion”) in the form annexed hereto as Exhibit A. The date
of receipt (including receipt by telecopy) of such Notice of Conversion shall be the Conversion Date. All notices of conversion will
be accompanied by an Opinion of Counsel.
4.
(a) The Holder of this Note is entitled, at its option, at any time after cash payment, to convert all or any amount of the principal
face amount of this Note then outstanding into shares of the Company’s common stock (the “Common Stock”) at a price
for each share of Common Stock at a price (“Conversion Price”) of $0.04 per share (the “Fixed Price”).
Provided, however, that in the event the Company’s Common Stock trades below $0.03 per share for more than five (5)
consecutive trading days, then the Fixed Price shall be equal to $0.02 per share. In the Event of Default the Conversion Price shall
be equal to the lowest trading price of the Common Stock as reported on the OTC Markets on which the Company’s
shares are then traded or any exchange upon which the Common Stock may be traded in the future (the “Exchange”), for
the ten prior trading days immediately preceding the date of the Event of Default (the “Alternate Fixed Price”).
The Alternate Fixed Price shall be re-adjusted every 30 calendar days the Company is still in default using the formulae set forth above.
The Investor shall be entitled to use the lowest Alternative Fixed Price generated while the Company was in default (or the Fixed Price,
if it is lower), for the purpose of determining the relevant conversion price. For the purposes of the above calculations, a day shall
not be considered a trading day if there was no trading volume for the Company’s Common Stock for that particular day. If the shares
have not been delivered within 2 business days, the Notice of Conversion may be rescinded. Such conversion shall be effectuated by the
Company delivering the shares of Common Stock to the Holder within 2 business days of receipt by the Company of the Notice of Conversion.
Accrued, but unpaid interest shall be subject to conversion. No fractional shares or scrip representing fractions of shares will be issued
on conversion, but the number of shares issuable shall be rounded to the nearest whole share. To the extent the Conversion Price of the
Company’s Common Stock closes below the par value per share, the Company will take all steps necessary to solicit the consent of
the stockholders to reduce the par value to the lowest value possible under law or to conduct a reverse split at a ratio determine by
the Company’s board of directors. The Company agrees to honor all conversions submitted pending this increase or such stock split,
as applicable. In no event shall the Holder be allowed to effect a conversion if such conversion, along with all other shares
of Company Common Stock beneficially owned by the Holder and its affiliates would exceed 4.99% of the outstanding shares of the Common
Stock of the Company (which may be increased up to 9.9% upon 60 days’ prior written notice by the Holder to the Company). The Conversion
Price (whether fixed or variable), conversion discount and lookback period (collectively the “Conversion Terms”) will be
adjusted in favor of the Holder if the Company issues securities to another party with more favorable Conversion Terms.
/s/ JN
Initials
(b)
Interest on any unpaid principal balance of this Note shall be paid at the rate of 8% per annum. Interest shall be paid by the Company
in Common Stock (“Interest Shares”). Holder may, at any time, send in a Notice of Conversion to the Company for Interest
Shares based on the formula provided in Section 4(a) above. The dollar amount converted into Interest Shares shall be all or a portion
of the accrued interest calculated on the unpaid principal balance of this Note to the date of such notice.
(c)
The Note may be prepaid or assigned with the following penalties/premiums:
PREPAY
DATE |
|
PREPAY
AMOUNT |
≤
60 days |
|
110%
of principal plus accrued interest |
61-
120 days |
|
120%
of principal plus accrued interest |
121-180
days |
|
125%
of principal plus accrued interest |
This
Note may not be prepaid after the 180th day. Such redemption must be closed and funded within 3 days of giving notice of redemption
of the right to redeem shall be null and void. Any partial prepayment shall be allocated in accordance with the chart above with respect
to principal, premium and interest.
(d)
Upon (i) a transfer of all or substantially all of the assets of the Company to any person in a single transaction or series of related
transactions, (ii) a reclassification, capital reorganization (excluding an increase in authorized capital) or other change or exchange
of outstanding shares of the Common Stock, other than a forward or reverse stock split or stock dividend, or (iii) any consolidation
or merger of the Company with or into another person or entity in which the Company is not the surviving entity (other than a merger
which is effected solely to change the jurisdiction of incorporation of the Company and results in a reclassification, conversion or
exchange of outstanding shares of Common Stock solely into shares of Common Stock) (each of items (i), (ii) and (iii) being referred
to as a “Sale Event”), then, in each case, the Company shall, upon request of the Holder, redeem this Note in cash for 150%
of the principal amount, plus accrued but unpaid interest through the date of redemption, or at the election of the Holder, such Holder
may convert the unpaid principal amount of this Note (together with the amount of accrued but unpaid interest) into shares of Common
Stock immediately prior to such Sale Event at the Conversion Price.
/s/ JN
Initials
(e)
In case of any Sale Event (not to include a sale of all or substantially all of the Company’s assets) in connection with which
this Note is not redeemed or converted, the Company shall cause effective provision to be made so that the Holder of this Note shall
have the right thereafter, by converting this Note, to purchase or convert this Note into the kind and number of shares of stock or other
securities or property (including cash) receivable upon such reclassification, capital reorganization or other change, consolidation
or merger by a holder of the number of shares of Common Stock that could have been purchased upon exercise of the Note and at the same
Conversion Price, as defined in this Note, immediately prior to such Sale Event. The foregoing provisions shall similarly apply to successive
Sale Events. If the consideration received by the holders of Common Stock is other than cash, the value shall be as determined by the
Board of Directors of the Company or successor person or entity acting in good faith.
5.
No provision of this Note shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal
of, and interest on, this Note at the time, place, and rate, and in the form, herein prescribed.
6.
The Company hereby expressly waives demand and presentment for payment, notice of non-payment, protest, notice of protest, notice of
dishonor, notice of acceleration or intent to accelerate, and diligence in taking any action to collect amounts called for hereunder
and shall be directly and primarily liable for the payment of all sums owing and to be owing hereto.
7.
The Company agrees to pay all costs and expenses, including reasonable attorneys’ fees and expenses, which may be incurred by the
Holder in collecting any amount due under this Note.
8.
If one or more of the following described “Events of Default” shall occur:
(a)
The Company shall default in the payment of principal or interest on this Note or any other note issued to the Holder by the Company;
or
(b)
Any of the representations or warranties made by the Company herein or in any certificate or financial or other written statements heretofore
or hereafter furnished by or on behalf of the Company in connection with the execution and delivery of this Note, or the Securities Purchase
Agreement under which this note was issued shall be false or misleading in any material respect; or
(c)
The Company shall fail to perform or observe, in any respect, any covenant, term, provision, condition, agreement or obligation of the
Company under this Note or any other note issued to the Holder; or
(d)
The Company shall (1) become insolvent (which does not include a “going concern opinion”); (2) admit in writing its inability
to pay its debts generally as they mature; (3) make an assignment for the benefit of creditors or commence proceedings for its dissolution;
(4) apply for or consent to the appointment of a trustee, liquidator or receiver for its or for a substantial part of its property or
business; (5) file a petition for bankruptcy relief, consent to the filing of such petition or have filed against it an involuntary petition
for bankruptcy relief, all under federal or state laws as applicable; or
/s/ JN
Initials
(e)
A trustee, liquidator or receiver shall be appointed for the Company or for a substantial part of its property or business without its
consent and shall not be discharged within sixty (60) days after such appointment; or
(f)
Any governmental agency or any court of competent jurisdiction at the instance of any governmental agency shall assume custody or control
of the whole or any substantial portion of the properties or assets of the Company; or
(g)
One or more money judgments, writs or warrants of attachment, or similar process, in excess of two hundred fifty thousand dollars ($250,000)
in the aggregate, shall be entered or filed against the Company or any of its properties or other assets and shall remain unpaid, unvacated,
unbonded or unstayed for a period of fifteen (15) days or in any event later than five (5) days prior to the date of any proposed sale
thereunder; or
(h)
The Company has defaulted on or breached any term of any other note of similar debt instrument into which the Company has entered and
failed to cure such default within the appropriate grace period; or
(i)
The Company shall have its Common Stock delisted from an exchange (including the OTC Markets) or, if the Common Stock trades on an exchange,
then trading in the Common Stock shall be suspended for more than 10 consecutive days or ceases to file its reports under the Securities
Exchange Act of 1934, as amended, with the SEC;
(j)
The Company shall not deliver to the Holder the Common Stock pursuant to paragraph 4 herein without restrictive legend within 2 business
days of its receipt of a Notice of Conversion which includes a duly executed Opinion of Counsel from a reputable law firm expressing
an opinion which supports the removal of a restrictive legend; or
(k)
The Company shall not replenish the reserve set forth in Section 12, within 3 business days of the written request of the Holder.
(l)
The Company shall be delinquent in its periodic report filings with the Securities and Exchange Commission (subject to applicable extensions);
or
(m)
The Company shall cause to lose the “bid” price for its stock in a market (including the OTC marketplace or other exchange).
Then,
or at any time thereafter, unless cured within 5 days, and in each and every such case, unless such Event of Default shall have been
waived in writing by the Holder (which waiver shall not be deemed to be a waiver of any subsequent default) at the option of the Holder
and in the Holder’s sole discretion, the Holder may consider this Note immediately due and payable, without presentment, demand,
protest or (further) notice of any kind (other than notice of acceleration), all of which are hereby expressly waived, anything herein
or in any note or other instruments contained to the contrary notwithstanding, and the Holder may immediately, and without expiration
of any period of grace, enforce any and all of the Holder’s rights and remedies provided herein or any other rights or remedies
afforded by law. Upon an Event of Default, interest shall accrue at a default interest rate of 24% per annum or, if such rate is usurious
or not permitted by current law, then at the highest rate of interest permitted by law. In the event of a breach of Section 8(j) the
penalty shall be $250 per day if the shares are not issued beginning on the 4th day after the conversion notice was delivered
to the Company. This penalty shall increase to $500 per day beginning on the 10th day. In an event of a breach of Section
8(h) the Holder may elect to utilize the same remedy available under the defaulted interest and such remedy shall be incorporated by
reference into the terms of this Note. The penalty for a breach of Section 8(m) shall be an increase of the outstanding principal amounts
by 20%. Further, if a breach of Section 8(l) occurs or is continuing after the 6-month anniversary of the Note, then the Holder shall
be entitled to use the lowest closing bid price during the delinquency period as a base price for the conversion instead of the Conversion
Price.
/s/ JN
Initials
If
the Holder shall commence an action or proceeding to enforce any provisions of this Note, including, without limitation, engaging an
attorney, then if the Holder prevails in such action, the Holder shall be reimbursed by the Company for its attorneys’ fees and
other costs and expenses incurred in the investigation, preparation and prosecution of such action or proceeding.
The
Company must pay the Failure to Deliver Loss by cash payment, and any such cash payment must be made by the third business day from the
time of the Holder’s written notice to the Company.
9.
In case any provision of this Note is held by a court of competent jurisdiction to be excessive in scope or otherwise invalid or unenforceable,
such provision shall be adjusted rather than voided, if possible, so that it is enforceable to the maximum extent possible, and the validity
and enforceability of the remaining provisions of this Note will not in any way be affected or impaired thereby.
10.
Neither this Note nor any term hereof may be amended, waived, discharged or terminated other than by a written instrument signed by the
Company and the Holder.
11.
The Company represents that it is not a “shell” issuer and has never been a “shell” issuer or that if it previously
has been a “shell” issuer that at least 12 months have passed since the Company has reported form 10 type information indicating
it is no longer a “shell” issuer. Further. The Company will instruct its counsel to either (i) write a 144 opinion to allow
for salability of the conversion shares or (ii) accept such opinion from Holder’s counsel.
12.
The Company shall issue irrevocable transfer agent instructions reserving 7,750,000 shares of its Common Stock for conversions under
this Note (the “Share Reserve”). Upon full conversion of this Note, any shares remaining in the Share Reserve shall be cancelled.
The Company shall pay all transfer agent costs and legal fees associated with issuing and delivering the shares to the Holder. If such
amounts are to be paid by the Holder, it may deduct such amounts from the amounts being converted. The Company should at all times reserve
4x the amount of shares required if the Note would be fully converted. The Holder may reasonably request increases from time to time
to reserve such amounts. The Company will instruct its transfer agent to provide the outstanding share information to the Holder in connection
with its conversions.
/s/ JN
Initials
13.
The Company will give the Holder direct notice of any corporate actions, including but not limited to name changes, stock splits, recapitalizations
etc. This notice shall be given to the Holder as soon as possible under law.
14.
If it shall be found that any interest or other amount deemed interest due hereunder violates the applicable law governing usury, the
applicable provision shall automatically be revised to equal the maximum rate of interest or other amount deemed interest permitted under
applicable law. The Company covenants (to the extent that it may lawfully do so) that it will not seek to claim or take advantage of
any law that would prohibit or forgive the Company from paying all or a portion of the principal or interest on this Note.
15.
This Note shall be governed by and construed in accordance with the laws of Nevada applicable to contracts made and wholly to be performed
within the State of Nevada and shall be binding upon the successors and assigns of each party hereto. The Holder and the Company hereby
mutually waive trial by jury and consent to exclusive jurisdiction and venue in the courts of the State of Nevada or in the Federal courts
sitting in the county or city of either Washoe County, Nevada or Clark County, Nevada. This Agreement may be executed in counterparts,
and the facsimile transmission of an executed counterpart to this Agreement shall be effective as an original.
[Signature
page follows]
/s/ JN
Initials
IN
WITNESS WHEREOF, the Company has caused this Note to be duly executed by an officer thereunto duly authorized.
Dated: |
August
23, 2023 |
|
|
|
|
|
|
PROPANC
BIOPHARMA, INC. |
|
|
|
|
|
|
By: |
/s/
James Nathanielsz |
|
|
Name: |
James
Nathanielsz |
|
|
Title: |
CEO |
/s/ JN
Initials
EXHIBIT
A
NOTICE
OF CONVERSION
(To
be Executed by the Registered Holder in order to Convert the Note)
The
undersigned hereby irrevocably elects to convert $___________ of the above Note into _________ Shares of Common Stock of Propanc Biopharma,
Inc. (“Shares”) according to the conditions set forth in such Note, as of the date written below.
If
Shares are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer and other taxes and
charges payable with respect thereto.
Date of Conversion: __________________________________________
Applicable Conversion Price: __________________________________________
Signature: _____________________________________________________________________
[Print Name of Holder and Title of Signer]
Address: ____________________________________________________________________
____________________________________________________________________
SSN or EIN: ______________________________________
Shares are to be registered in the following name: __________________________________________
Name: ____________________________________________________
Address: ____________________________________________________
Tel: _______________________________
Fax: _______________________________
SSN or EIN: _______________________________
Shares are to be sent or delivered to the following account:
Account Name: __________________________________________________________
Address: __________________________________________________________
/s/ JN
Initials
Exhibit
10.1
SECURITIES
PURCHASE AGREEMENT
This
SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of August 23, 2023 by and between PROPANC BIOPHARMA,
INC,, a Delaware corporation, with headquarters located at 302, 6 Butler Street, Camberwell, VIC 3124 Australia (the “Company”),
and GS CAPITAL PARTNERS, LLC, a Nevada limited liability company, with its address at 1325 Airmotive Way, Suite 202, Reno, NV
89502 (the “Buyer”).
WHEREAS:
A.
The Company and the Buyer are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded
by the rules and regulations as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the
Securities Act of 1933, as amended (the “1933 Act”);
B.
Buyer desires to purchase and the Company desires to issue and sell, upon the terms and conditions set forth in this Agreement an 8%
convertible note of the Company, in the form attached hereto as Exhibit A, in the aggregate principal amount of $77,500.00 (together
with any note(s) issued in replacement thereof or as a dividend thereon or otherwise with respect thereto in accordance with the terms
thereof, the “Note”), convertible into shares of common stock, of the Company (the “Common Stock”), upon the
terms and subject to the limitations and conditions set forth in such Note. The Note shall contain an original issue discount of $5,000
such that the purchase price of the Note shall be $2,500.
C.
The Buyer wishes to purchase, upon the terms and conditions stated in this Agreement, such principal amount of Note as is set forth immediately
below its name on the signature page hereto; and
NOW
THEREFORE, the Company and the Buyer severally (and not jointly) hereby agree as follows:
1.
Purchase and Sale of the Note.
a.
Purchase of the Note. On the Closing Date (as defined below), the Company shall issue and sell to the Buyer and the Buyer agrees
to purchase from the Company such Note as is set forth immediately below the Buyer’s name on the signature pages hereto.
b.
Form of Payment. On the Closing Date (as defined below), (i) the Buyer shall pay the purchase price for the Note to be issued
and sold to it at the Closing (as defined below) (the “Purchase Price”) by wire transfer of immediately available funds to
the Company, in accordance with the Company’s written wiring instructions, against delivery of the Note in the principal amount
equal to the Purchase Price as is set forth immediately below the Buyer’s name on the signature pages hereto, and (ii) the Company
shall deliver such duly executed Note on behalf of the Company, to the Buyer, against delivery of such Purchase Price.
/s/ JN
Company
Initials
c.
Closing Date. The date and time of the issuance and sale of the Note pursuant to this Agreement (the “Closing Date”)
shall be on or about August 23, 2023, or such other mutually agreed upon time. The closing of the transactions contemplated by this Agreement
(the “Closing”) shall occur on the Closing Date at such location as may be agreed to by the parties.
2.
Buyer’s Representations and Warranties. The Buyer represents and warrants to the Company that:
a.
Investment Purpose. As of the date hereof, the Buyer is purchasing the Note and the shares of Common Stock issuable upon conversion
of or otherwise pursuant to the Note, such shares of Common Stock being collectively referred to herein as the “Conversion Shares”
and, collectively with the Note, the “Securities”) for its own account and not with a present view towards the public sale
or distribution thereof, except pursuant to sales registered or exempted from registration under the 1933 Act; provided, however,
that by making the representations herein, the Buyer does not agree to hold any of the Securities for any minimum or other specific term
and reserves the right to dispose of the Securities at any time in accordance with or pursuant to an effective registration statement
with respect to such Securities or an exemption under the 1933 Act.
b.
Accredited Investor Status. The Buyer is an “accredited investor” as that term is defined in Rule 501(a) of Regulation
D (an “Accredited Investor”). Any of Buyer’s transferees, assignees, or purchasers must be “accredited investors”
in order to qualify as prospective transferees, permitted assignees in the case of Buyers’ or Holder’s transfer, assignment
or sale of the Note.
c.
Reliance on Exemptions. The Buyer understands that the Securities are being offered and sold to it in reliance upon specific exemptions
from the registration requirements of United States federal and state securities laws and that the Company is relying upon the truth
and accuracy of, and the Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings
of the Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of the Buyer to acquire the
Securities.
d.
Information. The Buyer and its advisors, if any, have been furnished with all materials relating to the business, finances and
operations of the Company and materials relating to the offer and sale of the Securities which have been requested by the Buyer or its
advisors. The Buyer and its advisors, if any, have been afforded the opportunity to ask questions of the Company. Notwithstanding the
foregoing, the Company has not disclosed to the Buyer any material nonpublic information and will not disclose such information unless
such information is disclosed to the public prior to or promptly following such disclosure to the Buyer. Neither such inquiries nor any
other due diligence investigation conducted by Buyer or any of its advisors or representatives shall modify, amend or affect Buyer’s
right to rely on the Company’s representations and warranties contained in Section 3 below. The Buyer understands that its investment
in the Securities involves a significant degree of risk. The Buyer is not aware of any facts that may constitute a breach of any of the
Company’s representations and warranties made herein.
e.
Governmental Review. The Buyer understands that no United States federal or state agency or any other government or governmental
agency has passed upon or made any recommendation or endorsement of the Securities.
f.
Transfer or Re-sale. The Buyer understands that (i) the sale or re-sale of the Securities has not been and is not being registered
under the 1933 Act or any applicable state securities laws, and the Securities may not be transferred unless (a) the Securities are sold
pursuant to an effective registration statement under the 1933 Act, (b) the Buyer shall have delivered to the Company, at the cost of
the Buyer, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in comparable transactions
to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration,
which opinion may be accepted by the Company in its reasonable discretion, (c) the Securities are sold or transferred to an “affiliate”
(as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) (“Rule 144”)) of the Buyer who agrees to sell
or otherwise transfer the Securities only in accordance with this Section 2(f) and who is an Accredited Investor, or (d) the Securities
are sold pursuant to Rule 144 or Regulation S under the 1933 Act (or a successor rule) (“Regulation S”), and the Buyer shall
have delivered to the Company, at the cost of the Buyer, an opinion of counsel that shall be in form, substance and scope customary for
opinions of counsel in corporate transactions, which opinion may be accepted by the Company in its reasonable discretion; (ii) any sale
of such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule 144 and further, if said Rule
144 is not applicable, any re-sale of such Securities under circumstances in which the selling Buyer (or the person through whom the
sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 Act) may require compliance with some other exemption
under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any
obligation to register such Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of
any exemption thereunder (in each case).
g.
Legends. The Buyer understands that the Note and, until such time, if any, as the Conversion Shares have been registered under
the 1933 Act may be sold pursuant to Rule 144 or Regulation S without any restriction as to the number of securities as of a particular
date that have been sold, the Conversion Shares shall bear a restrictive legend in substantially the following form (and a stop-transfer
order may be placed against transfer of the certificates for such Securities):
“NEITHER
THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED HEREBY NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD,
TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF
1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A FORM ACCEPTABLE TO THE COMPANY,
THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT.”
The
legend set forth above shall be removed and the Company shall issue a certificate without such legend to the holder of any Security upon
which it is stamped, if, unless otherwise required by applicable state securities laws, (a) such Security is registered for sale under
an effective registration statement filed under the 1933 Act or otherwise may be sold pursuant to Rule 144 or Regulation S without any
restriction as to the number of securities as of a particular date that can then be immediately sold, or (b) such holder provides the
Company with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the
effect that a public sale or transfer of such Security may be made without registration under the 1933 Act, which opinion shall be accepted
by the Company in its reasonable discretion so that the sale or transfer is effected. The Buyer agrees to sell all Securities, including
those represented by a certificate(s) from which the legend has been removed, in compliance with applicable prospectus delivery requirements,
if any.
h.
Authorization; Enforcement. This Agreement has been duly and validly authorized. This Agreement has been duly executed and delivered
on behalf of the Buyer, and this Agreement constitutes a valid and binding agreement of the Buyer enforceable in accordance with its
terms.
i.
Residency. The Buyer is a resident of the jurisdiction set forth immediately below the Buyer’s name on the signature pages
hereto.
3.
Representations and Warranties of the Company. The Company represents and warrants to the Buyer that:
a.
Organization and Qualification. The Company and each of its subsidiaries, if any, is a corporation duly organized, validly existing
and in good standing under the laws of the jurisdiction in which it is incorporated, with full power and authority (corporate and other)
to own, lease, use and operate its properties and to carry on its business as and where now owned, leased, used, operated and conducted,
except for those jurisdictions in which failure to have such authority would not have a Material Adverse Effect.
b.
Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement,
the Note and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms
hereof and thereof, (ii) the execution and delivery of this Agreement and the Note by the Company and the consummation by it of the transactions
contemplated hereby and thereby (including without limitation, the issuance of the Note and the issuance and reservation for issuance
of the Conversion Shares issuable upon conversion or exercise thereof) have been duly authorized by the Company’s Board of Directors
and no further consent or authorization of the Company, its Board of Directors, or its shareholders is required, (iii) this Agreement
has been duly executed and delivered by the Company by its authorized representative, and such authorized representative is the true
and official representative with authority to sign this Agreement and the other documents executed in connection herewith and bind the
Company accordingly, and (iv) this Agreement constitutes, and upon execution and delivery by the Company of the Note, each of such instruments
will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except
as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’
rights generally and general principles of equity.
c.
Issuance of Shares. The shares reserved for conversion of the Note shall be duly authorized and reserved for issuance as soon
as practicable after the Company has increased its shares of authorized Common Stock in an amount equal to or greater than that permitting
it to reserve such shares. Upon conversion of the Note in accordance with its respective terms, Conversion Shares will be validly issued,
fully paid and non-assessable, and free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not
be subject to preemptive rights or other similar rights of shareholders of the Company and will not impose personal liability upon the
holder thereof.
d.
Acknowledgment of Dilution. The Company understands and acknowledges the potentially dilutive effect to the Common Stock upon
the issuance of the Conversion Shares upon conversion of the Note. The Company further acknowledges that its obligation to issue Conversion
Shares upon conversion of the Note in accordance with this Agreement and the Note is absolute and unconditional regardless of the dilutive
effect that such issuance may have on the ownership interests of other shareholders of the Company.
e.
No Conflicts. The execution, delivery and performance of this Agreement and the Note by the Company and the consummation by the
Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance and reservation for issuance
of the Conversion Shares) will not (i) conflict with or result in a violation of any provision of the Certificate of Incorporation or
By-laws, (ii) violate or conflict with, or result in a breach of any provision of, or constitute a default (or an event which with notice
or lapse of time or both could become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation
of, any agreement, indenture, patent, patent license or instrument to which the Company or any of its subsidiaries is a party, or (iii)
result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations
and regulations of any self-regulatory organizations to which the Company or its securities are subject) applicable to the Company or
any of its subsidiaries or by which any property or asset of the Company or any of its subsidiaries is bound or affected (except for
such conflicts, defaults, terminations, amendments, accelerations, cancellations and violations as would not, individually or in the
aggregate, have a Material Adverse Effect). Except for applicable blue sky state notice filings, all consents, authorizations, orders,
filings and registrations which the Company is required to obtain pursuant to the preceding sentence have been obtained or effected on
or prior to the date hereof. The Company is not in violation of the eligibility requirements of the OTC Markets Exchange (the “OTC
Markets”) and does not reasonably anticipate that the Common Stock will be ineligible for quotation on the OTC MARKETS in the foreseeable
future, nor are the Company’s securities “chilled” by DTC. The Company and its subsidiaries are unaware of any facts
or circumstances which might give rise to any of the foregoing. For purposes of this Agreement, “Material Adverse Effect”
means an event or combination of events, which individually or in the aggregate, would reasonably be expected to (a) adversely affect
the legality, validity or enforceability of the Agreement or the Note, or (b) have or result in a material adverse effect on the results
of operations, assets, or financial condition of the Company, taken as a whole.
f.
Absence of Litigation. Except as disclosed to the Buyer or in the Company’s filings with the SEC, there is no action, suit,
claim, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or
body pending or, to the knowledge of the Company or any of its subsidiaries, threatened against or affecting the Company or any of its
subsidiaries, or their officers or directors in their capacity as such, that could have a Material Adverse Effect.
g.
Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the Buyer is acting solely
in the capacity of arm’s length purchasers with respect to this Agreement and the transactions contemplated hereby. The Company
further acknowledges that the Buyer is not acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with
respect to this Agreement and the transactions contemplated hereby and any statement made by the Buyer or any of its respective representatives
or agents in connection with this Agreement and the transactions contemplated hereby is not advice or a recommendation and is merely
incidental to the Buyer’ purchase of the Securities.
h.
No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has directly
or indirectly made any offers or sales in any security or solicited any offers to buy any security under circumstances that would require
registration under the 1933 Act of the issuance of the Securities to the Buyer.
i.
Title to Property. The Company and its subsidiaries have good and marketable title in fee simple to all real property and good
and marketable title to all personal property owned by them which is material to the business of the Company and its subsidiaries, in
each case free and clear of all liens, encumbrances and defects except such as are described in Schedule 3(i) or such as would not have
a Material Adverse Effect. Any real property and facilities held under lease by the Company and its subsidiaries are held by them under
valid, subsisting and enforceable leases with such exceptions as would not have a Material Adverse Effect.
j.
Bad Actor. No officer or director of the Company would be disqualified under Rule 506(d) of the Securities Act as amended on the
basis of being a “bad actor” as that term is established in the September 19, 2013 Small Entity Compliance Guide published
by the Securities and Exchange Commission.
k.
Breach of Representations and Warranties by the Company. If the Company breaches any of the representations or warranties set
forth in this Section 3 in any material respect (subject to a 10-day cure period from the date that the Buyer notifies the Company in
writing of such breach with reasonable detail), and in addition to any other remedies available to the Buyer pursuant to this Agreement,
it will be considered an Event of Default under the Note.
4.
COVENANTS.
a.
Expenses. The Company agrees that Buyer can deduct $2,500.00 (Two Thousand Five Hundred Dollars) from the principal payment due
under the Note, at the time of cash funding, to be applied to the legal expenses of Buyer.
b.
Listing. The Company shall promptly secure the listing of the Conversion Shares upon each national securities exchange or automated
quotation system, if necessary, upon which shares of Common Stock are then listed or quoted (subject to official notice of issuance)
and, so long as the Buyer owns any of the Securities, shall maintain, so long as any other shares of Common Stock shall be so listed
or quoted, such listing or quotation of all Conversion Shares from time to time issuable upon conversion of the Note. The Company will
obtain and, so long as the Buyer owns any of the Securities, maintain the listing and trading of its Common Stock on the OTC MARKETS
or any equivalent replacement market, the Nasdaq stock market (“Nasdaq”), or the New York Stock Exchange (“NYSE”),
as applicable, and will comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules
of the Financial Industry Regulatory Authority (“FINRA”) and such exchanges, as applicable. The Company shall promptly provide
to the Buyer copies of any notices it receives, if any, from the OTC MARKETS and any other markets on which the Common Stock is then
listed regarding the continued eligibility of the Common Stock for listing on such markets.
c.
Corporate Existence. So long as the Buyer beneficially owns any Note, the Company shall maintain its corporate existence and shall
not sell all or substantially all of the Company’s assets, except in the event of a merger or consolidation or sale of all or substantially
all of the Company’s assets, where the surviving or successor entity in such transaction (i) assumes the Company’s obligations
hereunder and under the agreements and instruments entered into in connection herewith and (ii) is a publicly traded corporation whose
Common Stock is listed for trading on the OTC MARKETS, Nasdaq or NYSE.
d.
No Integration. The Company shall not make any offers or sales of any security (other than the Securities) under circumstances
that would require registration of the Securities being offered or sold hereunder under the 1933 Act or cause the offering of the Securities
to be integrated with any other offering of securities by the Company for the purpose of any stockholder approval provision applicable
to the Company or its securities.
e.
Breach of Covenants. If the Company breaches any of the covenants set forth in this Section 4 (subject to a 10-day cure period
from the date that the Buyer notifies the Company in writing of such breach with reasonable detail), and in addition to any other remedies
available to the Buyer pursuant to this Agreement, it will be considered an event of default under the Note.
5.
Governing Law; Miscellaneous.
a.
Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada without regard
to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by
this Agreement shall be brought only in the state courts of Nevada or in the federal courts located in the state Nevada and county or
city of either Washoe County, Nevada or Clark County, Nevada. The parties to this Agreement hereby irrevocably waive any objection to
jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or
based upon forum non conveniens. The Company and Buyer waive trial by jury. The prevailing party shall be entitled to recover
from the other party its reasonable attorney’s fees and costs. In the event that any provision of this Agreement or any other agreement
delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be
deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of
law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any
other provision of any agreement. Each party hereby irrevocably waives personal service of process and consents to process being served
in any suit, action or proceeding in connection with this Agreement or any other Transaction Document by mailing a copy thereof via registered
or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this
Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained
herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.
b.
Counterparts; Signatures by Facsimile. This Agreement may be executed in one or more counterparts, each of which shall be deemed
an original but all of which shall constitute one and the same agreement and shall become effective when counterparts have been signed
by each party and delivered to the other party. This Agreement, once executed by a party, may be delivered to the other party hereto
by facsimile transmission of a copy of this Agreement bearing the signature of the party so delivering this Agreement.
c.
Headings. The headings of this Agreement are for convenience of reference only and shall not form part of, or affect the interpretation
of, this Agreement.
d.
Severability. In the event that any provision of this Agreement is invalid or unenforceable under any applicable statute or rule
of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to
conform with such statute or rule of law. Any provision hereof which may prove invalid or unenforceable under any law shall not affect
the validity or enforceability of any other provision hereof.
e.
Entire Agreement; Amendments. This Agreement and the instruments referenced herein contain the entire understanding of the parties
with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither the Company nor
the Buyer makes any representation, warranty, covenant or undertaking with respect to such matters. No provision of this Agreement may
be waived or amended other than by an instrument in writing signed by the majority in interest of the Buyer.
f.
Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be
in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified,
return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, (iv) via electronic
mail or (v) transmitted by hand delivery, telegram, or facsimile, addressed as set forth below or to such other address as such party
shall have specified most recently by written notice. Any notice or other communication required or permitted to be given hereunder shall
be deemed effective (a) upon hand delivery or delivery by facsimile, with accurate confirmation generated by the transmitting facsimile
machine, at the address or number designated below (if delivered on a business day during normal business hours where such notice is
to be received) or delivery via electronic mail, or the first business day following such delivery (if delivered other than on a business
day during normal business hours where such notice is to be received) or (b) on the second business day following the date of mailing
by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur.
The addresses for such communications shall be:
If
to the Company, to:
Propanc
Biopharma, Inc.
302,
6 Butler Street
Camberwell,
VIC 3124
Australia
Attn:
James Nathanielsz
If
to the Buyer:
GS
CAPITAL PARTnERS, LLC
1325
Airmotive Way Suite 202
Reno,
NV 85902
Attn:
Gabe Sayegh, Manager
Each
party shall provide notice to the other party of any change in address.
g.
Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and
assigns. Neither the Company nor the Buyer shall assign this Agreement or any rights or obligations hereunder without the prior written
consent of the other. Notwithstanding the foregoing, the Buyer may assign its rights hereunder to any “qualified person”,
any “permitted assigns”, or “prospective transferee” that acquires or purchases Conversion Securities in a private
transaction from the Buyer or to any of its “affiliates,” as that term is defined under the 1933 Act, without the consent
of the Company with Buyer’s opinion of counsel (from a reputable law firm) permitting the same. A qualified person is an “accredited
investor” transferee, assignee, or purchaser of the Note who succeeds to the Holder’s right, title and interest to all or
a portion of the Note accompanied with an opinion of counsel as provided for in Section 2(f).
h.
Third Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted successors
and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other person.
i.
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall
survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Buyer. The Company agrees
to indemnify and hold harmless the Buyer and all their officers, directors, employees and agents for loss or damage arising as a result
of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this
Agreement or any of its covenants and obligations under this Agreement.
j.
Further Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and
shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request
in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated
hereby.
k.
No Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express
their mutual intent, and no rules of strict construction will be applied against any party.
l.
Remedies. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer by
vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law
for a breach of its obligations under this Agreement will be inadequate and agrees, in the event of a breach or threatened breach by
the Company of the provisions of this Agreement, that the Buyer shall be entitled, in addition to all other available remedies at law
or in equity, and in addition to the penalties assessable herein, to an injunction or injunctions restraining, preventing or curing any
breach of this Agreement and to enforce specifically the terms and provisions hereof, without the necessity of showing economic loss
and without any bond or other security being required.
[Signature
page follows]
IN
WITNESS WHEREOF, the undersigned Buyer and the Company have caused this Agreement to be duly executed as of the date first above written.
PROPANC
BIOPHARMA, INC. |
|
|
|
|
By:
|
/s/
James Nathanielsz |
|
Name: |
James
Nathanielsz |
|
Title: |
CEO |
|
GS
CAPITAL PARTNERS, LLC |
|
|
|
|
By: |
/s/
Gabe Sayegh |
|
Name:
|
Gabe
Sayegh |
|
Title:
|
Manager |
|
AGGREGATE
SUBSCRIPTION AMOUNT: |
|
|
|
|
|
Aggregate
Principal Amount of the Note: |
|
$77,500.00 |
|
|
|
Aggregate
Purchase Price: |
|
|
Note:
$77,500.00 less $5,000.00 in original issue discount, less $2,500.00 in legal fees.
EXHIBIT
A
144
NOTE - $77,500
v3.23.2
Cover
|
Aug. 29, 2023 |
Cover [Abstract] |
|
Document Type |
8-K
|
Amendment Flag |
false
|
Document Period End Date |
Aug. 29, 2023
|
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
|
Entity Address, Address Line Two |
6 Butler Street
|
Entity Address, Address Line Three |
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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