Item 1.01 Conclusion of a Material Definitive Agreement.
At January 4, 2022, Propanc Biopharma, Inc. (the “Company”) has entered into a securities purchase agreement (the “Purchase Agreement”) with Sixth Street Lending, LLC (“Sixth Street”), pursuant to which Sixth Street purchased a convertible promissory note (the “Note”) from the Company for an aggregate principal amount of $ 63,750, such principal and interest thereon convertible into common shares of the Company at the option of Sixth Street. The transaction contemplated by the purchase contract was closed on January 6, 2022. The Company intends to use the net proceeds ($ 60,000) of the General Purpose Working Capital Note.
The maturity date of the ticket is October 21, 2022 (the due date “). The Note will bear interest at the rate of 8% per annum, which interest may be paid by the Company to Sixth Street in Common Shares, but will not be payable until the Note becomes due, whether on the Maturity Date or upon acceleration or prepayment, as described below. Sixth Street has the option of converting all or part of the face value of the note, from July 3, 2022, and ending on the date later between the due date and the date of payment of the Default Amount (as defined below) is paid if an Event of Default occurs, for the common shares of the Company at 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 trading day. full negotiation before the conversion date. “Dealing 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 Sixth Street (i.e. Bloomberg) or, if the CTA is not the primary trading market for that security, the closing bid price for that security on the primary exchange securities or the trading market 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. title that are listed under “pink leaves”. Notwithstanding the foregoing, Sixth Street will not be able to effect a conversion if such conversion, together with other common shares of the Company beneficially owned by Sixth Street and its affiliates, exceeds 4.99% of the outstanding common 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 issue date, the early redemption premium will then be 120% of the nominal 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 from the date of issue, the early redemption premium will be 129% of the nominal amount plus accrued interest. While the Note is in circulation, the Company undertakes 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 “corporate shell” as that term is defined in Rule 144. Pursuant to the terms of the Purchase Agreement, the Company 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 on time upon receipt of a conversion notice, as well as certain customary events of default. , 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 Note; (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 cancel 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 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 the rights of Sixth Street with respect to this Note or the Purchase Agreement; and (v) the Company’s failure to comply with its Securities and Exchange Act reporting requirements 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 the 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 non-delivery of the shares is attributable to a third party such as the transfer agent.
On the occurrence and during the continuation of certain events of default, the Note will become immediately due and payable and the Company will pay to Sixth Street, in full satisfaction of its obligations in the Note, an amount equal to 150% or 200% of an amount equal to the principal then unpaid of. . .
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.
Exhibit No. Description
4.1* 8% Convertible Promissory Note, January 3, 2022
10.1* Securities Purchase Agreement, dated January 3, 2022, by and
between the Company and Sixth Street Lending LLC
104 Cover Page Interactive Data File (embedded within the Inline XBRL
* Filed herewith
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