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Propanc Biopharma sells $112,350 convertible note for $107,000, with 22% annual interest

Tickers PPCB

Propanc Biopharma sold a $112,350 convertible note to 1800 Diagonal Lending LLC for $107,000. The note bears 22% interest, matures April 30, 2026 and converts at a 25% discount after 180 days, in a stock its last annual report says was quoted at $0.0003.

Key facts

Company
Propanc Biopharma, Inc. (NASDAQ: PPCB)
News type
Debt Financing
Primary source
Propanc Biopharma, Inc. Form 8-K filed July 30, 2025 (SEC EDGAR)
Traders on the NYSE floor, 1963. Photo: Thomas J. O'Halloran, public domain, via Wikimedia Commons. The picture shows the field, not the companies named.

Propanc Biopharma, Inc. (PPCB) sold a convertible promissory note with a principal amount of $112,350 for a purchase price of $107,000, according to a Form 8-K filed July 30, 2025. The company says it will use the net proceeds for general working capital. The 8-K reports the purchase agreement as effective July 25, 2025. The note bears interest at 22% a year and matures on April 30, 2026.

The buyer and the discount

The purchase agreement, filed as an exhibit to the 8-K, is dated July 22, 2025 and names the buyer as 1800 Diagonal Lending LLC, a Virginia limited liability company based in Alexandria, Virginia. The lender is the only counterparty named, and the 8-K and exhibit name no placement agent or underwriter for the note. The agreement says the $112,350 principal includes $5,350 of original issue discount, the gap between the face amount and the $107,000 price. The closing date is set for about July 23, 2025.

The lender may convert principal and interest into common stock at any time after 180 days from the date of the note. The conversion price is 75% of the average of the ten lowest trading prices before conversion, which is the 25% discount. Conversions are capped by a 4.99% beneficial ownership limit. Propanc must also keep a reserve of at least five times the number of conversion shares.

Prepayment and default

During the first 90 days, Propanc may prepay principal and accrued interest at a 120% premium of the face amount plus accrued interest. The premium rises to 125% if it prepays after 90 days but before 181 days. After the initial 180 days, the company has no right to prepay.

The note lists several events of default. They include failure to pay principal and interest when due, failure to issue conversion shares on time, failure to keep the common stock listed on at least one OTC market, and failure to meet reporting requirements with the Securities and Exchange Commission. Default on another note held by the same investor, insolvency and bankruptcy are also events of default. On a default, the note becomes immediately due.

The company's finances

The annual report filed September 30, 2024, says Propanc's common stock is quoted on the OTC Pink under the symbol PPCB. It reports a last sale price of $0.0003 per share on September 25, 2024, and 81 holders of record on that date. The report carries a going-concern warning: the company states substantial doubt about its ability to continue as a going concern for at least 12 months.

The 8-K does not describe the company's current cash position. It lists the 22% note among the reporting items under Item 1.01, Item 2.03 and Item 3.02. The note was issued under the private placement exemption in Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D.

The business

Propanc describes itself as a biopharmaceutical company developing an approach to prevent recurrence and metastasis from solid tumors. It uses pancreatic proenzymes to target cancer stem cells in patients with pancreatic, ovarian and colorectal cancers. Its lead product candidate is PRP, an intravenous proenzyme treatment.

The annual report says the company planned to submit a clinical trial application for PRP in the first half of 2025 and, subject to raising additional capital, to start a first-in-human study after that. The purchase agreement gives the company's address as Camberwell, Victoria, Australia.

Who signed

James Nathanielsz signed the 8-K as Chief Executive Officer and Chief Financial Officer. The 8-K names no other officer.

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