Propanc Biopharma signs SPA; $5 conversion; 9,900 pref warrant

Propanc Biopharma (PPCB) entered a Securities Purchase Agreement for a private placement of a new Series C Preferred Stock class.

Rhea-AI Filing Summary

Propanc Biopharma (PPCB) entered a Securities Purchase Agreement for a private placement of a new Series C Preferred Stock class. The deal with Hexstone Capital provides for the issuance of 100 Series C Preferred shares at closing and a Warrant to purchase up to an additional 9,900 Series C Preferred shares. Each Series C Preferred share is convertible into common stock at the lesser of a fixed $5.00 per-share conversion price or 85% of the lowest trading price during a defined period tied to a holder’s conversion notice, with a five trading day minimum. The closing is conditioned on filing the Certificate of Designation for the Series C Preferred with Delaware.

Insights

Convertible securities & capital markets analyst

Private preferred financing with floating-price convertibility; neutral impact.

Propanc Biopharma agreed to issue Series C Preferred shares and a Warrant for additional Series C to Hexstone Capital in a private placement. Each Preferred share converts into common stock at the lesser of a fixed $5.00 price or 85% of the lowest trading price over a specified post-notice window, subject to a five trading day minimum. Closing requires filing the Certificate of Designation.

Mechanically, the floating conversion feature links conversion outcomes to market prices at the time holders elect to convert. A Warrant for up to 9,900 additional Preferred shares increases potential issuance. Actual effects depend on conversion timing and market pricing.

The agreement lists conditions to close, notably the Delaware filing for the new Series C class. Subsequent filings may provide further terms on rights and preferences of Series C and any additional steps following the initial closing.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Propanc Biopharma (PPCB) announce?

It entered a Securities Purchase Agreement for a private placement of a new Series C Preferred Stock with Hexstone Capital.

How many Series C Preferred shares are involved for PPCB?

At closing, 100 Series C Preferred shares will be issued, with a Warrant to purchase up to an additional 9,900 Series C Preferred shares.

What is the conversion price for the Series C Preferred of PPCB?

Each share converts at the lesser of a fixed $5.00 per share or 85% of the lowest trading price during a defined period, with a five trading day minimum.

Who is the counterparty to PPCB in this transaction?

Hexstone Capital LLC.

Are there conditions to closing for PPCB’s private placement?

Yes. Closing requires filing the Certificate of Designation of the Series C Preferred Stock with the Delaware Secretary of State.

Is this a registered offering for PPCB common stock?

No. It is a private placement of Series C Preferred Stock, which is convertible into common stock based on stated terms.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 10/14/2025 - 05:25 PM Learn about SEC filing dates

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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): October 7, 2025

PROPANC BIOPHARMA, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-42806		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)

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
Common Stock, par value $0.001		PPCB		The Nasdaq Stock Market LLC

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 October 7, 2025, Propanc Biopharma., Inc. (the “Company”) entered into a Securities Purchase Agreement (the “SPA”) with Hexstone Capital LLC (“Hexstone”) in connection with a private placement of a to be created class Series C Preferred Stock (“Series C Preferred Stock”). Each share of Series C Preferred Stock shall be convertible into shares of common stock of the Company at a price equal to the lesser of a fixed conversion price of $5.00 per share or 85% of the of the lowest trading price of the Common Stock during the period beginning on the day the holder sends a conversion notice to the Company and ending on the trading day on which the aggregate dollar volume of the Company’s common stock exceeds the product of the conversion amount set forth on the applicable conversion notice multiplied by seven (7) after the applicable holder receives the shares of common stock issuable upon conversion of the Series C Preferred Stock, subject to a five (5) trading day minimum. Pursuant to the SPA, at the Closing, the Company shall issue 100 shares of Series C Preferred Stock and a Warrant to purchase up to an additional 9,900 shares of Series C Preferred Stock (the Warrant”). Certain conditions to close exist, including the filing of a Certificate of Designation of the Series C Preferred Stock with the Delaware Secretary of State.

The foregoing descriptions of the SPA and Warrant do not purport to be complete and are qualified in their entirety by reference to the full text of the SPA and Warrant, which are attached hereto as Exhibit 10.1, and Exhibit 10.2, and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No.		Description
10.1		Securities Purchase Agreement dated October 7, 2025, by and between Propanc Biopharma, Inc. and Hexstone Capital LLC
10.2		Warrant Agreement dated October 7, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: October 14, 2025	PROPANC BIOPHARMA, INC.
	By:	/s/ James Nathanielsz
	Name:	James Nathanielsz
	Title:	Chief Executive Officer