Propanc Biopharma, Inc. announced entered into and closed a securities purchase agreement to issue a convertible promissory note for the gross proceeds of $33,750 on June 20, 2024. The principal and interest on the Note is convertible into shares of common stock of the Company, par value $0.001 per share, at the option of Investor at any time following the issuance date of the Note at a price per share equal to 65% of the lowest closing trade price of the Common Stock during the ten trading days prior to conversion. Notwithstanding the foregoing, such conversions are subject to a 4.99% beneficial ownership limitation 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 500% of the number of Conversion Shares, subject to any increase of such reserved amount to reflect the Company?s obligations under the Note. The maturity date of the Note is June 20, 2025 and the Note bears interest at a rate of ten percent (10%) per annum, which may be increased to sixteen percent (16%) in the event of a default. 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 one hundred ten percent (110%) premium of the face amount plus accrued and unpaid interest, which increases to (i) one hundred fifteen percent (115%) if prepaid after 60 days, but less than 91 days from the issuance date, (ii) one hundred twenty percent (120%) if prepaid after 90 days, but less than 121 days from the issuance date, (iii) one hundred twenty five percent (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 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.