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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 23, 2026
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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On
October 23, 2026, Propanc Biopharma, Inc. (the “Company”) received a written notice (the “Notice”)
from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) indicating that the Company is not
in compliance with the $1.00 minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing on The Nasdaq
Capital Market (the “Bid Price Requirement”). The Nasdaq Listing Rules require listed securities to maintain a minimum
bid price of $1.00 per share, and, based upon the closing bid price of the Company’s common stock for the 30 consecutive business
days prior to October 21, 2026, the Company no longer met this requirement. Normally, a company would be afforded a 180-calendar day
period to demonstrate compliance with the Bid Price Requirement. However, pursuant to Listing Rule 5810(c)(3)(A)(iv), the Company is
not eligible for any compliance period specified in Rule 5810(c)(3)(A) due to the fact that the Company had previously effected a reverse
stock split over the prior one-year period. The Notice states that the Company’s securities will be delisted from The Nasdaq Capital
Market on November 2, 2026, unless the Company requests an appeal of this determination to a hearings panel (the “Panel”)
by October 30, 2026. The Notice states that requesting an appeal will stay the delisting and the Company’s securities will remain
on The Nasdaq Capital Markets until the Panel’s decision. The Company intends to request this appeal by the October 30, 2026 deadline
as the Company believes it has cured the Bid Price Requirement deficiency subsequent to the receipt and date of the Notice.
The
Company’s receipt of the Notice does not affect the Company’s business, operations or reporting requirements with the Securities
and Exchange Commission. If the Company’s common stock ultimately were to be delisted for any reason, it could negatively impact
the Company by (i) reducing the liquidity and market price of the Company’s common stock; (ii) reducing the number of investors
willing to hold or acquire the Company’s common stock, which could negatively impact the Company’s ability to raise equity
financing; (iii) limiting the Company’s ability to use a registration statement to offer and sell freely tradable securities, thereby
preventing the Company from accessing the public capital markets; and (iv) impairing the Company’s ability to provide equity incentives
to its employees.
Disclosure
Regarding Forward-Looking Information
This
Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of
1995. These forward-looking statements include, but are not limited to, statements regarding the Company’s beliefs and expectations
relating to the Company’s common stock closing bid price, regaining compliance with the Bid Price Requirement, and whether the
Company’s common stock will remain listed on Nasdaq. These forward-looking statements are based on the current beliefs and expectations
of the Company’s management with respect to future events, only speak as of the date that they are made and are subject to significant
risks and uncertainties. Such statements can be identified by the use of words such as “future,” “anticipates,”
“believes,” “estimates,” “expects,” “intends,” “plans,” “predicts,”
“will,” “would,” “could,” “continue,” “can,” “may,” “look
forward,” “aim,” “hopes,” and similar terms, although not all forward-looking statements contain such words
or expressions. Actual results could differ significantly from those set forth in the forward-looking statements.
Important
factors that may cause actual results to differ materially from those in the forward-looking statements include, but are not limited
to, a material delay in the Company’s financial reporting, the possibility that the Company is unable to regain compliance with,
or thereafter continue to comply with, Nasdaq’s listing rules, or experience violations of additional listing rules, the possibility
that Nasdaq may deny the Company’s pending appeal and delist the Company’s securities and other factors contained in the
“Risk Factors” section and elsewhere in the Company’s filings with the SEC from time to time, including, but not limited
to, its Annual Report on Form 10-K and its Quarterly Reports on Form 10-Q. The Company does not undertake to update any forward-looking
statements to reflect changed assumptions, the impact of circumstances or events that may arise after the date of the forward-looking
statements, or other changes over time, except as required by law.
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 29, 2026 |
PROPANC
BIOPHARMA, INC. |
| |
|
|
| |
By: |
/s/
James Nathanielsz |
| |
Name: |
James
Nathanielsz |
| |
Title: |
Chief
Executive Officer |
