On December 10, 2020, Propanc Biopharma, Inc. (the "Company") reported that it entered into a securities purchase agreement (the "Purchase Agreement") with GW Holdings Group, LLC ("GW"), pursuant to which GW purchased a convertible redeemable promissory note (the "December 2020 GW Note") from the Company in the aggregate principal amount of $131,000, such principal and the interest thereon convertible into shares of the Company’s common stock at the option of GW. The transaction contemplated by the Purchase Agreement closed on or about December 10, 2020 (Filing, 8-K, Propanc, DEC 10, 2020, View Source [SID1234572943]). The Company intends to use the net proceeds ($125,000) from the December 2020 GW Note for general working capital purposes. Pursuant to the terms of the Purchase Agreement, the Company paid GW’s legal fees and expenses in the aggregate amount of $6,000.
Schedule your 30 min Free 1stOncology Demo!
Discover why more than 1,500 members use 1stOncology™ to excel in:
Early/Late Stage Pipeline Development - Target Scouting - Clinical Biomarkers - Indication Selection & Expansion - BD&L Contacts - Conference Reports - Combinatorial Drug Settings - Companion Diagnostics - Drug Repositioning - First-in-class Analysis - Competitive Analysis - Deals & Licensing
Schedule Your 30 min Free Demo!
The Purchase Agreement contains such representations, warranties and covenants as are typical for a transaction of this nature.
The maturity date of the December 2020 GW Note is December 10, 2021 (the "Maturity Date"). The December 2020 GW Note shall bear interest at a rate of 8% per annum, which interest may be paid by the Company to GW in shares of common stock, but shall not be payable until the December 2020 GW Note becomes payable, whether at the Maturity Date or upon acceleration or by prepayment, as described below. GW has the option to convert all or any amount of the principal face amount of the December 2020 GW Note, starting on June 18, 2021 and ending on the Maturity Date. The December 2020 GW Note may be converted into shares of the Company’s common stock equal to 40% discount of the lowest closing bid price of the common stock for the ten trading days immediately prior to the delivery of a notice of conversion, provided, however, such conversion shall not be effected to the extent that GW together with any of its affiliates would beneficially own in excess of 4.99%, which may be increased up to 9.99% upon 61 days’ prior written notice by GW to the Company. The Company may redeem the December 2020 GW Note as follows: (i) if the redemption occurs within the first 60 days, then an amount equal to 115% of the face amount of the note plus any accrued interest, (ii) if the redemption occurs after the 61st day but on or before the 120th day following the issuance of the note, then an amount equal to 125% of the face amount of the note along with any accrued interest, (iii) if the redemption occurs after the 121st day but on or before the 180th day following the issuance of the note, then an amount equal to 135% of the face amount of the note along with any accrued interest.
In the event of a default, without demand, presentment or notice, the December 2020 GW Note shall become immediately due and payable.
Other than as described above, the December 2020 GW Note contains certain events of default, including failure to timely issue shares upon receipt of a notice of conversion, as well as certain customary events of default, 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 December 2020 GW Note.
The foregoing description of the Purchase Agreement and the December 2020 GW Note does not purport to be complete and is qualified in their entirety by reference to the full text of the Purchase Agreement and the December 2020 GW Note, which are filed as Exhibits 10.1 and 4.1, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.